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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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Cunningham Graphics International, Inc.
(Name of Subject Company)
Cunningham Graphics International, Inc.
(Name of Person(s) Filing Statement)
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Common Stock, No Par Value Per Share
(Title of Class of Securities)
231157108
(CUSIP Number of Class of Securities)
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Michael R. Cunningham
President and Chief Executive Officer
Cunningham Graphics International, Inc.
100 Burma Road
Jersey City, New Jersey 07305
(201) 217-1990
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
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With a copy to:
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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<PAGE>
CUNNINGHAM GRAPHICS TO BE ACQUIRED BY ADP
Jersey City, N.J., May 3, 2000 - Cunningham Graphics International, Inc. (NASD:
CGII) announced today that it has entered into a definitive merger agreement
with Automatic Data Processing, Inc. (NYSE: AUD) providing for the acquisition
by ADP of all of the outstanding shares of Cunningham Graphics for $22.00 per
share in cash.
Under the terms of the agreement, which was unanimously approved by the Board of
Directors of Cunningham Graphics, ADP will shortly commence a tender offer to
acquire all of the common shares of Cunningham Graphics. Certain directors and
officers of Cunningham Graphics, holding approximately 44.4% of its outstanding
shares, have agreed to tender their shares pursuant to ADP's offer.
"We believe that this offer represents a good value for our shareholders and an
exciting future for our customers and employees," said Michael Cunningham,
Chairman and Chief Executive Officer of Cunningham Graphics. "We look forward to
continuing to grow the company with the support of ADP."
Cunningham Graphics is a leader in the graphic communications industry,
providing time-sensitive graphic communication services and outsourcing
solutions. The Company's blue chip client base includes most of Wall Street's
top investment banks, major insurance companies and many Fortune 500 companies.
With corporate office operations headquartered in Jersey City, NJ, Cunningham
Graphics operates 18 production facilities worldwide employing over 1,300
people. The Company's services include on-demand printing, digital
communications, digital archiving, document management, offset and digital
printing, data output, bindery, fulfillment and mailing services.
Prudential Securities Incorporated acted as exclusive financial advisor to
Cunningham Graphics in this transaction.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Cunningham Graphics. At the time ADP commences its offer, it
will file a Tender Offer Statement with the U.S. Securities and Exchange
Commission and Cunningham Graphics will file a Solicitation/Recommendation
Statement with respect to the offer. 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. The Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation Statement will
be made available to all shareholders of Cunningham Graphics, at no expense to
them. The Tender Offer Statement (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 press release may contain forward-looking statements, which involve known
and unknown risks, uncertainties or other factors that could cause actual
results to materially differ from the results, performance or other expectations
implied by these forward-looking statements. Factors which could cause or
contribute to such differences include, but are not limited to, continued demand
for its services, the availability of raw materials, the impact of competitive
services and pricing, risks in technology development, changing economic
conditions and other risk factors detailed in Cunningham Graphic's filings with
the Securities and Exchange Commission.
CONTACT: Lippert/Heilshorn and Associates John Nesbett/William Walkowiak, CFA
(212)-838-3777.
