<PAGE> 1
------------------------------------------------------------------------------
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1
FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
------------------------
DUPLEX PRODUCTS INC.
------------------------
(NAME OF SUBJECT COMPANY)
DELAWARE ACQUISITION CO.
THE REYNOLDS AND REYNOLDS COMPANY
------------------------
(BIDDERS)
COMMON STOCK, $1.00 PAR VALUE
------------------------
(TITLE OF CLASS OF SECURITIES)
26609310
------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)
ADAM M. LUTYNSKI, ESQ.
GENERAL COUNSEL AND SECRETARY
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
TELEPHONE: (513) 449-4189
------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
With a copy to:
JEFFRY A. MELNICK, ESQ.
COOLIDGE, WALL, WOMSLEY & LOMBARD, CO., LPA
33 WEST FIRST STREET, SUITE 600
DAYTON, OHIO 45402
TELEPHONE: (513) 223-8177
------------------------
<PAGE> 2
CUSIP NO. 26609310 14D-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
DELAWARE ACQUISITION CO.
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). / /
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- ---------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100*
- ---------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES / /
- ---------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%*
- ---------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
* The Offer expired as scheduled at 12:00 midnight, New York
City time, on Friday, May 17, 1996. Based upon information
provided by the Depositary, a total of 7,312,700 Shares
representing approximately 97.8% of the outstanding
Shares, were tendered and accepted for payment. On May 20,
1996, Purchaser was merged with and into the Company. After
the merger, Parent owns 100% of the Company. Any Shares which
were not tendered in the offer have been cancelled and
converted automatically into the right to receive $12.00 per
Share in cash. Pursuant to the terms of the merger, the
Company's Shares were cancelled and retired and each issued
and outstanding share of the Purchaser's common stock was
converted into one fully paid and nonassessable share of
common stock of the surviving corporation.
2
<PAGE> 3
CUSIP NO. 26609310 14D-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
THE REYNOLDS AND REYNOLDS COMPANY (36-2109817)
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC, 00
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f). / /
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
- ---------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100*
- ---------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES / /
- ---------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%*
- ---------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
* The Offer expired as scheduled at 12:00 midnight, New York
City time, on Friday, May 17, 1996. Based upon information
provided by the Depositary, a total of 7,312,700 Shares
representing approximately 97.8% of the outstanding
Shares, were tendered and accepted for payment. On May 20,
1996, Purchaser was merged with and into the Company. After
the merger, Parent owns 100% of the Company. Any Shares which
were not tendered in the offer have been cancelled and
converted automatically into the right to receive $12.00 per
Share in cash. Pursuant to the terms of the merger, the
Company's Shares were cancelled and retired and each issued
and outstanding share of the Purchaser's common stock was
converted into one fully paid and nonassessable share of
common stock of the surviving corporation.
3
<PAGE> 4
This Amendment No. 1 (Final Amendment) to the Schedule 14D-1 Tender
Offer Statement and Amendment No. 1 to the Schedule 13D Statement
(collectively, the "Statement") relates to the offer by Purchaser, a
wholly-owned subsidiary of Parent, to purchase all of the Shares of the Company
at $12.00 per Share, net to the Seller in cash, on the terms and subject to the
conditions set forth in the Offer and is intended to satisfy the reporting
requirements of Sections 14(d) and 13(d) of the Securities Exchange Act of
1934, as amended.
Unless otherwise indicated, capitalized terms used herein but not
defined have the meanings given them in the Schedule 14D-1 and the Offer to
Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The Offer expired as scheduled at 12:00 midnight, New York
City time, on Friday, May 17, 1996. Based upon information provided by the
Depositary, a total of 7,312,700 Shares, representing approximately 97.8% of the
outstanding Shares, were tendered and accepted for payment. On May 20, 1996,
Purchaser was merged with and into the Company. After the merger, Parent owns
100% of the Company. Any Shares which were not tendered in the offer have been
cancelled and converted automatically into the right to receive $12.00 per
Share in cash.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
On April 19, 1996, David L. Babson & Company executed a letter to
Parent confirming its intention to tender Shares pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of Press Release dated May 20, 1996.
(b)(6) First Amendment to Amended and Restated Credit Agreement dated
as of May 20, 1996, among Parent, Reyna Financial Corporation and NBD Bank.
(c)(2)(D) Letter from David L. Babson & Company, Incorporated dated
as of April 19, 1996.
4
<PAGE> 5
SIGNATURES
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: May 23, 1996 THE REYNOLDS AND REYNOLDS COMPANY
--
By: /s/ Dale L. Medford
----------------------------------------
Name: Dale L. Medford
Title: Vice President, Corporate
Finance and Chief Financial
Officer
5
<PAGE> 6
SIGNATURES
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: May 23, 1996 DELAWARE ACQUISITION CO.
--
By: /s/ Dale L. Medford
----------------------------------------
Name: Dale L. Medford
Title: Treasurer
6
<PAGE> 7
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(a)(9) -- Text of Press Release dated May 20,
1996.
(b)(6) -- First Amendment to Amended and
Restated Credit Agreement dated as
of May 20, 1996, among Parent, Reyna
Financial Corporation and NBD Bank.
(c)(2)(D) -- Letter from David L. Babson &
Company, Incorporated dated as of
April 19, 1996.
wash4.14D
7
<PAGE> 1
Exhibit (a)(9)
REYNOLDS AND REYNOLDS COMPLETES DUPLEX ACQUISITION
DAYTON, OHIO, May 20, 1996 - The Reynolds and Reynolds Company
(NYSE:REY) today announced that it had accepted for payment, 7,315,271 shares
of Duplex Products Inc. (AMEX:DPX) which had been tendered prior to the close
of Reynolds' tender offer at midnight, May 17, 1996. Reynolds began its $12 per
share offer for Duplex on April 22. The purchase of the tendered shares, which
represent 97.8 percent of the outstanding shares of Duplex, permits Reynolds to
acquire Duplex, effective today.
David R. Holmes, Reynolds' chairman, president and CEO said, "Today we
begin implementing our integration plans to quickly and efficiently merge the
Duplex business with our own. The entire organization is focused on surrounding
the former Duplex customers with a broader range of products, services and
support."
Duplex, headquartered in Sycamore, Ill., reported sales of $275
million in fiscal 1995. The company provides business forms and labels,
electronic printing and mailing services, forms management programs, forms
automation solutions and process analysis to customers throughout the United
States.
Reynolds and Reynolds, headquartered in Dayton, Ohio, is a leading
provider of integrated information management systems and related value-added
services to automotive, healthcare and general business markets. The company
reported fiscal 1995 revenues of $911 million. For more information on Reynolds
and Reynolds, visit the company's World Wide Web site at http://www.reyrey.com.
8
<PAGE> 1
Exhibit (b)(6)
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
--------------------------------------------------------
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of May 20, 1996 (this "Amendment"), is among THE REYNOLDS AND REYNOLDS
COMPANY, an Ohio corporation ("Reynolds") and REYNA FINANCIAL CORPORATION, an
Ohio corporation ("Reyna") (Reynolds and Reyna are hereinafter collectively
referred to as the "Borrowers", individually, a "Borrower", both meaning each
entity, jointly and severally) and NBD BANK, a Michigan banking corporation
(the "Bank").
RECITALS
--------
A. The Borrowers and the Bank are parties to an Amended and Restated
Credit Agreement, dated as of April 1, 1995, (as now and hereafter amended, the
"Credit Agreement"), pursuant to which the Bank agreed, subject to the terms
and conditions thereof, to extend credit to the Borrowers.
B. The Borrowers desire to amend the Credit Agreement and the
Bank is willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1. AMENDMENTS. Upon fulfillment of the conditions set forth in Article
III hereof, the Credit Agreement shall be amended as follows:
1.1 The second paragraph of the "RECITALS" shall be amended by
deleting the reference to "FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000)"
and inserting "SIXTY-FIVE MILLION AND NO/100 DOLLARS ($65,000,000) during the
period from and including the First Amendment Effective Date to and including
December 1, 1996 and THIRTY MILLION AND NO/100 DOLLARS ($30,000,000)
thereafter".
1.2 Section 1.1 shall be amended as follows:
(a) The definition of "Commitment" shall be amended and
restated to read as follows:
"Commitment" means $65,000,000 during the period from and
including the First Amendment Effective Date to and including
December 1, 1996 and $30,000,000 thereafter, as such amount
may be reduced from time to time pursuant to Section 2.11.
1
<PAGE> 2
(b) The definition of "Conversion Date" shall be amended by
deleting the reference therein to "April 1, 1997" and inserting "April
1, 1998" in place thereof.
(c) The definition of "Termination Date" shall be amended by
deleting the reference therein to "April 1, 1997" and inserting "April
1, 1998" in place thereof.
(d) A new definition of "First Amendment Effective Date"
shall be added in appropriate alphabetical order to read as follows:
"First Amendment Effective Date" shall mean May 20, 1996.
1.3 Section 2.1(a) shall be amended by adding the following
language at the end of the last sentence: "and the Advances made to Reyna shall
not exceed $15,000,000 in aggregate principal amount at any time outstanding".
1.4 Reference in the address of the Bank contained in Section
9.3) to "Patrick D. Lease" shall be deleted and "Edward C. Hathaway" shall be
substituted in place thereof.
1.5 The form of Credit Note attached as Exhibit B to the Credit
Agreement is hereby substituted and replaced with the form of Credit Note
attached hereto as Exhibit B (the "New Credit Note").
ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the
Bank that:
2.1 The execution, delivery and performance of this Amendment and the
New Credit Note are within its powers, have been duly authorized and are not in
contravention with any law, of the terms of its Articles of Incorporation or
By-laws, or any undertaking to which it is a party or by which it is bound.
2.2 This Amendment is, and the New Credit Note when executed and
delivered hereunder will be, the legal, valid and binding obligation of each
Borrower enforceable against it in accordance with the respective terms
thereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article III of the Credit Agreement
are true on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
2.4 No Event of Default or any event or condition which might become
an Event of Default with notice or lapse of time, or both, exists or has
occurred and is continuing on the date hereof.
2
<PAGE> 3
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until each of the following has been satisfied:
3.1 This Amendment shall be signed by each Borrower and the Bank.
3.2 Each Borrower shall execute a New Credit Note in the
appropriate amount in favor of the Bank.
3.3 The Borrowers shall have paid a fee to the Bank in the amount
of $40,000.
3.4 The Borrowers shall have delivered to the Bank an opinion of
counsel for the Borrowers, in form and substance satisfactory to the Bank.
3.5 The Borrowers shall have delivered to the Bank certified (as of
the date of this Amendment) copies of all corporate action taken by the
Borrowers, including resolution of their Board of Directors, authorizing the
execution, delivery and performance of this Amendment and the New Credit Notes
and every other document to be delivered pursuant to this Amendment and an
Incumbency certificate (dated as of the date of this Amendment) signed by
Secretary of the Borrowers for each person executing on behalf of the Borrowers
of this Amendment, the New Credit Notes, and every document to be delivered
pursuant to this Amendment.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Credit Agreement or in any note, certificate,
instrument or other document to the "Credit Agreement" shall be deemed to be
references to the Credit Agreement as amended hereby and as further amended
from time to time.
4.2 The Borrowers agree to pay and to save the Bank harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Bank in connection with
preparing this Amendment and the related documents.
4.3 Each Borrower acknowledges and agrees that the Bank has fully
performed all of their obligations under all documents executed in connection
with the Credit Agreement and all actions taken by the Bank are reasonable and
appropriate under the circumstances and within their rights under the Credit
Agreement and all other documents executed in connection therewith and
otherwise available. Each Borrower represents and warrants that it is not aware
of any claims or causes of action against the Bank, any participant lender or
any of their successors or assigns.
3
<PAGE> 4
4.4 Except as expressly amended hereby, each Borrower agrees that the
Credit Agreement, the Notes and all other documents and agreements executed by
the Borrower in connection with the Credit Agreement in favor of the Bank are
ratified and confirmed and shall remain in full force and effect and that it
has no set off, counterclaim or defense with respect to any of the foregoing.
Terms used but not defined herein shall have the respective meanings ascribed
thereto in the Credit Agreement.
4.5 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties signing this Amendment have caused
this Amendment to be executed and delivered as of May 20, 1996.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ M. J. Gapinski
Its: Treasurer
REYNA FINANCIAL CORPORATION
By: /s/ M. J. Gapinski
Its: Assistant Treasurer
NBD BANK
By: /s/ Michael C. Maloney
Its: Vice President
4
<PAGE> 5
EXHIBIT B
CREDIT NOTE
-----------
$_______________ May _, 1996
Detroit, Michigan
FOR VALUE RECEIVED, an Ohio corporation (the "Borrower"), hereby
promises to pay to the order of NBD Bank, a Michigan banking corporation (the
"Bank"), at the principal banking office of the Bank in lawful money of the
United States of America and in immediately available funds, the principal sum
of Dollars ($ ), or such lesser amount as is recorded on the schedule
attached hereto, or in the books and records of the Bank, on the Termination
Date; and to pay interest on the unpaid principal balance hereof from time to
time outstanding, in like money and funds, for the period from the date hereof
until the Advances evidenced hereby shall be paid in full, at the rates per
annum and on the dates provided in the Credit Agreement referred to below.
The Bank is hereby authorized by the Borrower to record on its books
and records, the date, amount and type of each Advance, the duration of the
related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon and the other information provided for on such
books and records which books and records shall constitute prima facie evidence
of the information so recorded, provided, however, that any failure by the Bank
to record any such information shall not relieve the Borrower of its obligation
to repay the outstanding principal amount of such Advances, all accrued
interest thereon and any amount payable with respect thereto in accordance with
the terms of this Credit Note and the Credit Agreement.
The Borrower and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Credit Note. Should the indebtedness evidenced by this
Credit Note or any part thereof be collected in any proceeding or be placed in
the hands of attorneys for collection, the Borrower agrees to pay, in addition
to the principal, interest and other sums due and payable hereon, all costs of
collecting this Credit Note, including attorneys' fees and expenses.
This Credit Note is issued in exchange and substitution for a Credit
Note dated April 1, 1995 and evidences one or more Advances made under an
Amended and Restated Credit Agreement, dated as of April 1, 1995, as amended by
a First Amendment to Credit Agreement dated on or about the date hereof (as
amended or modified from time to time, the "Credit Agreement"), by and among
the Borrower, a certain other Borrower named therein and the Bank to which
reference is hereby made for a statement of the circumstances under
1
<PAGE> 6
which this Credit Note is subject to prepayment and under which its due date
may be accelerated and for a description of the collateral and security
securing this Credit Note. Capitalized terms used but not defined in this
Credit Note shall have the respective meanings assigned to them in the Credit
Agreement.
This Credit Note is made under, and shall be governed by and construed
in accordance with, the laws of the state of Michigan in the same manner
applicable to contracts made and to be performed entirely within such state and
without giving effect to choice of law principles of such state.
-------------------------------
By:__________________________________
Its:_________________________________
2
<PAGE> 1
Exhibit (c)(2)(D)
April 19, 1996
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, OH 45402
Attn: Adam M. Lutynski
Re: Duplex Products Inc. (the "Company")
------------------------------------
Gentlemen and Ladies:
The undersigned, David L. Babson & Company, Incorporated ("DLB"), is
an investment adviser registered under the Investment Advisers Act of 1940. As
of the date hereof, DLB has voting and dispositive power for the accounts of
its clients over 720,000 shares of common stock of the Company.
On April 18, 1996, representatives of the Company and of The Reynolds
and Reynolds Company met with us in Cambridge, Massachusetts to discuss a
possible tender offer by The Reynolds and Reynolds Company for the common stock
of the Company at a cash purchase price of $12.00 per share.
DLB wishes to inform you that it is DLB's current intention to tender
the shares over which it exercises voting and dispositive power in the
above-referenced tender offer. You understand, however, that this is merely a
statement of DLB's current intention, and DLB reserves the right to take such
action with respect to the shares as it deems necessary or desirable, including
without limitation, tendering the shares to another offeror, holding on to the
shares or selling the shares on the open market.
Unless we notify you to the contrary, and so long as you do not
disclose the identity of DLB, you may indicate in public announcements or
notices concerning the tender offer that DLB is among a group of the Company's
stockholders who currently intend to support the tender offer.
Very truly yours,
David L. Babson & Company, Incorporated
By: /s/ Kathleen M. Elliott
Name: Kathleen M. Elliott
Title: Senior Vice President
