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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Applied Graphics Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
037937 10 9
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(CUSIP Number)
Martin D. Krall, Esq., 450 West 33rd Street, 3rd Floor, New York, NY 10001
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 25, 1998; September 1, 1998
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(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).
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SCHEDULE 13D
CUSIP NO. 037 937 10 9 PAGE 1 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Applied Printing Technologies, L.P.
52-1560199
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,985,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of Applied Graphics Technologies,
Inc. (the "Company"), 450 West 33rd Street, New York 10001.
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, Laurence Usdin is Vice President and Chief Financial Officer of the
General Partner, and Thomas Morley is Vice President and Treasurer of the
General Partner. The principal occupation of each of Messrs. Gorra, Stoddart,
Usdin and Morley 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, Usdin
and Morley 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.
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Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) and (b) See cover page.
(c), (d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On August 25, 1998 and September 1, 1998, Applied Printing pledged an
additional 400,000 and 1,000,000 shares of Common Stock, respectively, to secure
its borrowings under its line of credit with BankBoston, N.A. (the "Bank"). The
pledge agreement, prior to default, does not grant the Bank the power to vote or
dispose of, or to direct the vote or disposition of, the pledged shares of
Common Stock.
Item 7. Materials to File as Exhibits.
1. First Amendment to Pledge Agreement dated as of September 1, 1998,
by and among Applied Printing Technologies, L.P. and BankBoston, N.A.
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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 1, 1998 APPLIED PRINTING TECHNOLOGIES, L.P.
By: Applied Printing Technologies, Inc., its
general partner
By:/s/ Martin D. Krall
-------------------
Name: Martin D. Krall
Title: Executive Vice President
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EXHIBIT 1
FIRST AMENDMENT TO PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO PLEDGE AGREEMENT (this "Amendment") is made as
of this 1st day of September 1998, by and among APPLIED PRINTING TECHNOLOGIES,
L.P., a Delaware limited partnership with its chief executive offices at 77
Moonachie Avenue, Moonachie, New Jersey 07074 (the "Borrower"), and BANKBOSTON,
N.A., a national banking association with its head office at 100 Federal Street,
Boston, Massachusetts 02110 (the "Bank").
RECITALS
1. The Bank has made loans, extensions of credit and other financial
accommodations to the Borrower pursuant to a letter agreement dated as of
November 12, 1997 by and between the Bank and the Borrower (as amended, the
"Line Agreement"), which loans, extensions of credit and other financial
accommodations are secured by a Pledge Agreement dated as of November 12,1997 by
and between the Bank and the Borrower (as amended, the "Pledge Agreement").
2. The Pledge Agreement by its terms requires the Borrower to maintain
at all times Pledged Collateral, the market value of which is at least equal to
the Minimum Value.
3. The market value of the Pledged Collateral is now less than the
Minimum Value, and, in accordance with Section 4.7 of the Pledge Agreement, the
Borrower wishes to pledge additional Pledged Collateral.
NOW, THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Unless otherwise defined herein, all capitalized words
and phrases used in this Amendment shall have the same meanings as are
specifically set forth in the Pledge Agreement or the Line Agreement.
2. Amendments to the Pledge Agreement.
(a) Section 1. Section 1 is hereby amended by deleting
therefrom the amount "1,500,000" in the eighth line of such section,
and by substituting in lieu thereof the word "certain."
(b) Section 4.7. Section 4.7 is hereby amended by adding at
the end thereof the following new sentence:
Any such pledge of additional Pledged Collateral may be
evidenced by the submission by the Pledgor of a revised
Schedule A showing the additional shares pledged, together
with a Stock Certificate or
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Certificates evidencing the additional Pledged Collateral, and
a stock powers executed in blank with respect thereto.
(c) Schedule A Schedule A is hereby deleted, and Schedule A
attached hereto is hereby substituted in lieu thereof.
3. Acknowledgment of the Borrower. The Borrower hereby acknowledges and
agrees that: (a) the Borrower has no defense, offset or counterclaim with
respect to the payment of any sum owed to the Bank, or with respect to the
performance or observance of any warranty or covenant contained in the Pledge
Agreement; and (b) the Bank has performed all obligations and duties owed to the
Borrower through the date hereof.
4. Representations and Warranties. To induce the Bank to amend the
Pledge Agreement and to consider making future Loans under the Line Agreement,
the Borrower represents and warrants to the Bank that:
(a) Representations and Warranties. On the date hereof, the
representations and warranties set forth in the Pledge Agreement (as
modified by this Amendment) are true and correct, with the same effect
as though such representations and warranties had been made on the date
hereof, except to the extent that such representations and warranties
expressly relate to an earlier date.
(b) Corporate Authority. The Borrower has full power and
authority to consummate this Amendment, which has been duly authorized
by all proper and necessary corporate action.
(c) Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of the Borrower fully
enforceable against the Borrower in accordance with its terms, except
to the extent such enforceability may be limited by the effects of
insolvency, bankruptcy, fraudulent conveyance, reorganization,
moratorium and similar laws affecting the rights of creditors
generally, and general equitable principles, whether or not considered
in a proceeding in equity.
5. Effectiveness of This Amendment. The amendments set forth above
shall become effective as of the date of this Amendment only upon the
satisfaction of the following conditions precedent:
(a) Receipt of Documents. The Bank shall have received the
original copies of this Amendment, a UCC-1 for the State of New Jersey,
a Stock Powers, and a revised Schedule A, each duly executed by the
Borrower, as appropriate.
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(b) Other. Such other documents as the Bank may reasonably
request.
6. Effect on Pledge Agreement and Other Documents. Except as
specifically amended hereby, the terms and provisions of the Pledge Agreement
are in all other respects ratified and confirmed and remain in full force and
effect. All references in the Line Agreement and the Note to the Pledge
Agreement or any other document, instrument or agreement executed or delivered
in connection therewith shall be deemed to refer to the Pledge Agreement as
modified hereby. No reference to this Amendment need be made in any notice,
writing or other communication relating to the Pledge Agreement, any such
reference to the Pledge Agreement to be deemed a reference thereto as amended by
this Amendment.
7. Governing Law. This Amendment shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws principles thereof.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed original and all of which taken
together shall constitute one and the same Amendment.
9. No Custom. This Agreement shall not establish a custom or course of
dealing or waive, limit or condition the rights and remedies of the Bank under
the Pledge Agreement, the Line Agreement or the Note, all of which are expressly
reserved.
10. Severability. If any provision of this Amendment or the application
thereof to any party or circumstance is held to be invalid or unenforceable, the
remainder of this Amendment and the application of such provision to other
parties and circumstances will not be affected thereby, the provisions of this
Amendment being severable in any such instance.
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IN WITNESS WHEREOF, the Borrower has caused this Amendment to be duly
executed by its duly authorized officer and the Bank has caused this Amendment
to be executed by its duly authorized officer, all as of the date and year first
above written.
APPLIED PRINTING TECHNOLOGIES, L.P.
By: APPLIED PRINTING TECHNOLOGIES, INC., its
General Partner
By:/s/ Laurence Usdin
Name: Laurence Usdin
Its: Vice President and Chief Financial Officer
BANKBOSTON, N.A.
By: /s/ Daniel M. Kortick
Daniel M. Kortick
Director
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SCHEDULE A
PLEDGED COLLATERAL
<TABLE>
<CAPTION>
Issuer Class Certificate Number Number of Shares
<S> <C> <C> <C>
Applied Graphics Common 72 1,500,000
Technologies, Inc.
Common 188 100,000
Common 189 100,000
Common 190 100,000
Common 191 100,000
Common 216 1,000,000
</TABLE>
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