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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)
DUPLEX PRODUCTS INC.
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(NAME OF SUBJECT COMPANY)
DUPLEX PRODUCTS INC.
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(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, $1.00 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
26609310
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(CUSIP NUMBER OF CLASS OF SECURITIES)
MARK A. ROBINSON, ESQ.
GENERAL COUNSEL AND SECRETARY
DUPLEX PRODUCTS INC.
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
TELEPHONE: (815) 895-2101
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
CHARLES F. THOMAS, ESQ.
HINSHAW & CULBERTSON
220 EAST STATE STREET
P.O. BOX 1389
ROCKFORD, ILLINOIS 61105
TELEPHONE: (815) 963-8488
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This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9, dated April 22, 1996 (the "Schedule 14D-9") filed by Duplex
Products Inc., a Delaware corporation (the "Company") relating to the tender
offer by The Reynolds and Reynolds Company, an Ohio corporation and parent
company of Delaware Acquisition Co., a Delaware corporation (the "Purchaser"),
to purchase all outstanding shares of the Company's common stock, $1.00 par
value per share (the "Shares") at $12.00 per Share, net to the seller in cash
without interest, upon the terms and subject to the conditions set forth in the
Offer To Purchase dated April 22, 1996 and the related Letter of Transmittal.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
This Amendment No. 1 is filed to include portions of exhibits that were omitted
in the original Schedule 14D-9. The portions of the exhibits that are being
filed with this Amendment No. 1 are identified below in bold and by asterisk.
All other exhibits were previously filed with the original Schedule 14D-9.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
(a) Recommendation Letter sent to Company security holders on
April 22, 1996.
(b) Not Applicable
(c)(1) Form of Offer to Purchase, dated April 22, 1996.
(c)(2) Form of Letter of Transmittal.
(c)(3) 1996 Annual Proxy Statement, dated February 6, 1996.
(c)(4) Agreement and Plan of Merger, dated as of April 20, 1996.
(c)(5) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The
Reynolds and Reynolds Co. and Andrew A. Campbell.
(c)(6) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The
Reynolds and Reynolds Co. and James R. Ramig.
(c)(7) Employment and Non-competition Agreement, dated as of April 20, 1996, between The
Reynolds and Reynolds Co. and Marc A. Loomer.
(c)(8) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The
Reynolds and Reynolds Co. and David B. Preston.
(c)(9) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The
Reynolds and Reynolds Co. and Mark A. Robinson.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(c)(10) Confidentiality Agreement, dated March 3, 1996, by and between the Reynolds and
Reynolds Co. and the Company, as amended by letter dated March 7, 1996 and letter
dated April 16, 1996.
(c)(11) Severance Agreement dated November 14, 1995, between the Company and Andrew A.
Campbell; LETTER AGREEMENT DATED MARCH 13, 1996.*
(c)(12) Severance Agreement dated October 2, 1995, between the Company and James R.
Ramig; LETTER AGREEMENT DATED MARCH 13, 1996.*
(c)(13) Agreement dated January 26, 1996, between the Company and Mark A. Robinson;
LETTER AGREEMENT DATED MARCH 13, 1996.*
(c)(14) Agreement dated January 26, 1996, between the Company and David Preston;
LETTER AGREEMENT DATED MARCH 13, 1996.*
(c)(15) Agreement dated January 26, 1996, between the Company and Marc Loomer;
LETTER AGREEMENT DATED MARCH 13, 1996.*
</TABLE>
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.
Dated: April 24, 1996 DUPLEX PRODUCTS INC.
By: /S/ Andrew A. Campbell
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Name: Andrew A. Campbell
Title: President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
(a) Recommendation Letter sent to Company security holders on April 22, 1996.
(b) Not Applicable
(c)(1) Form of Offer to Purchase, dated April 22, 1996.
(c)(2) Form of Letter of Transmittal.
(c)(3) 1996 Annual Proxy Statement, dated February 6, 1996.
(c)(4) Agreement and Plan of Merger, dated as of April 20, 1996.
(c)(5) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and
Reynolds Co. and Andrew A. Campbell.
(c)(6) Consulting and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds and
Reynolds Co. and James R. Ramig.
(c)(7) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds
and Reynolds Co. and Marc A. Loomer.
(c)(8) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds
and Reynolds Co. and David B. Preston.
(c)(9) Employment and Non-Competition Agreement, dated as of April 20, 1996, between The Reynolds
and Reynolds Co. and Mark A. Robinson.
(c)(10) Confidentiality Agreement, dated March 3, 1996, by and between The Reynolds and Reynolds Co.
and the Company, as amended by letter dated March 7, 1996 and letter dated April 16, 1996.
(c)(11) Severance Agreement dated November 14, 1995, between the Company and Andrew A. Campbell;
LETTER AGREEMENT DATED MARCH 13, 1996.*
(c)(12) Severance Agreement dated October 2, 1995, between the Company and James R. Ramig; LETTER AGREEMENT
DATED MARCH 13, 1996.*
(c)(13) Agreement dated January 26, 1996, between the Company and Mark A. Robinson; LETTER AGREEMENT
DATED MARCH 13, 1996.*
(c)(14) Agreement dated January 26, 1996, between the Company and David Preston; LETTER AGREEMENT
DATED MARCH 13, 1996.*
(c)(15) Agreement dated January 26, 1996, between the Company and Marc Loomer; LETTER AGREEMENT
DATED MARCH 13, 1996.*
<FN>
* BOLD, ASTERISK DENOTES MATERIAL FILED WITH THIS AMENDMENT.
</TABLE>
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[ LOGO ] DUPLEX
INFORMATION PRODUCTS
AND TECHNOLOGIES
March 13, 1996
Mr. Andrew A. Campbell, President
Duplex Products Inc.
1947 Bethany Road
Sycamore, IL 60178
RE: Severance Agreement
Dear Andy:
The purpose of this letter is to inform you that the Compensation Committee and
the Outside Directors Committee have approved the following modification to
Paragraph 3 of your long-form Severance Agreement and Paragraph 1 of the short
form:
RETENTION POOL
Duplex has created a Retention Pool to be used if any Change of Control
is consummated. Upon the occurrence of any Change of Control, if
Campbell is still employed by Duplex at the time of the Consummation of
the Change of Control, then Campbell shall receive $100,000 from said
Retention Pool, in one lump sum payable within ten (10) days after said
transaction is consummated.
The following version of Paragraph 4 of the long form was also approved:
All stock options issued under the 1984/1993 Incentive Stock Option
program owned by Campbell at the time of the consummation of any Change
of Control, no matter when granted and no matter what their vesting
status, shall vest completely.
Your countersignature below will serve as proof of your acceptance of these
modifications to your Severance agreement. Please return an executed copy to
the corporate Secretary.
Sincerely,
/s/ Robert Reum
W. Robert Reum, Compensation Committee Chairman
DUPLEX PRODUCTS INC.
P.O. BOX 1947
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
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[ LOGO ] DUPLEX
INFORMATION PRODUCTS
AND TECHNOLOGIES
March 13, 1996
Mr. James R. Ramig, Vice President
Duplex Products Inc.
1947 Bethany Road
Sycamore, IL 60178
RE: Severance Agreement
Dear Jim:
The purpose of this letter is to inform you that the Compensation Committee and
the Outside Directors Committee have approved the following modification to
Paragraph 3 of your long-form Severance Agreement and Paragraph 1 of the short
form:
RETENTION POOL
Duplex has created a Retention Pool to be used if any Change of Control
is consummated. Upon the occurrence of any Change of Control, if
Ramig is still employed by Duplex at the time of the Consummation of
the Change of Control, then Ramig shall receive $100,000 from said
Retention Pool, in one lump sum payable within ten (10) days after said
transaction is consummated.
The following version of Paragraph 4 of the long form was also approved:
All stock options issued under the 1984/1993 Incentive Stock Option
program owned by Ramig at the time of the consummation of any Change
of Control, no matter when granted and no matter what their vesting
status, shall vest completely.
Your countersignature below will serve as proof of your acceptance of these
modifications to your Severance agreement. Please return an executed copy to
the corporate Secretary.
Sincerely,
/s/ Robert Reum
W. Robert Reum, Compensation Committee Chairman
DUPLEX PRODUCTS INC.
P.O. BOX 1947
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
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[ LOGO ] DUPLEX
INFORMATION PRODUCTS
AND TECHNOLOGIES
March 13, 1996
Mr. Mark Robinson, Vice President
Duplex Products Inc.
1947 Bethany Road
Sycamore, IL 60178
RE: Severance Agreement
Dear Mark:
The purpose of this letter is to inform you that the Compensation Committee and
the Outside Directors Committee have approved the following modification to
Paragraph 3 of your Severance Agreement:
RETENTION POOL
Duplex has created a Retention Pool to be used if any Change of Control
is consummated. Upon the occurrence of any Change of Control, if
Robinson is still employed by Duplex at the time of the Consummation of
the Change of Control, then Robinson shall receive $100,000 from said
Retention Pool, in one lump sum payable within ten (10) days after said
transaction is consummated.
The following version of Paragraph 4 was also approved:
All stock options issued under the 1984/1993 Incentive Stock Option
program owned by Robinson at the time of the consummation of any Change
of Control, no matter when granted and no matter what their vesting
status, shall vest completely.
Your countersignature below will serve as proof of your acceptance of these
modifications to your Severance agreement. Please return an executed copy to
the corporate Secretary.
Sincerely,
/s/ Robert Reum
W. Robert Reum, Compensation Committee Chairman
DUPLEX PRODUCTS INC.
P.O. BOX 1947
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
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[ LOGO ] DUPLEX
INFORMATION PRODUCTS
AND TECHNOLOGIES
March 13, 1996
Mr. David Preston, Vice President
Duplex Products Inc.
1947 Bethany Road
Sycamore, IL 60178
RE: Severance Agreement
Dear Dave:
The purpose of this letter is to inform you that the Compensation Committee and
the Outside Directors Committee have approved the following modification to
Paragraph 3 of your Severance Agreement:
RETENTION POOL
Duplex has created a Retention Pool to be used if any Change of Control
is consummated. Upon the occurrence of any Change of Control, if
Preston is still employed by Duplex at the time of the Consummation of
the Change of Control, then Preston shall receive $100,000 from said
Retention Pool, in one lump sum payable within ten (10) days after said
transaction is consummated.
The following version of Paragraph 4 was also approved:
All stock options issued under the 1984/1993 Incentive Stock Option
program owned by Preston at the time of the consummation of any Change
of Control, no matter when granted and no matter what their vesting
status, shall vest completely.
Your countersignature below will serve as proof of your acceptance of these
modifications to your Severance agreement. Please return an executed copy to
the corporate Secretary.
Sincerely,
/s/ Robert Reum
W. Robert Reum, Compensation Committee Chairman
/s/ David Preston
DUPLEX PRODUCTS INC.
P.O. BOX 1947
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
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[ LOGO ] DUPLEX
INFORMATION PRODUCTS
AND TECHNOLOGIES
March 13, 1996
Mr. Marc Loomer, Vice President
Duplex Products Inc.
1947 Bethany Road
Sycamore, IL 60178
RE: Severance Agreement
Dear Marc:
The purpose of this letter is to inform you that the Compensation Committee and
the Outside Directors Committee have approved the following modification to
Paragraph 3 of your Severance Agreement:
RETENTION POOL
Duplex has created a Retention Pool to be used if any Change of Control
is consummated. Upon the occurrence of any Change of Control, if
Loomer is still employed by Duplex at the time of the Consummation of
the Change of Control, then Loomer shall receive $100,000 from said
Retention Pool, in one lump sum payable within ten (10) days after said
transaction is consummated.
The following version of Paragraph 4 was also approved:
All stock options issued under the 1984/1993 Incentive Stock Option
program owned by Loomer at the time of the consummation of any Change
of Control, no matter when granted and no matter what their vesting
status, shall vest completely.
Your countersignature below will serve as proof of your acceptance of these
modifications to your Severance agreement. Please return an executed copy to
the corporate Secretary.
Sincerely,
/s/ Robert Reum /s/ Marc Loomer
W. Robert Reum, Compensation Committee Chairman
DUPLEX PRODUCTS INC.
P.O. BOX 1947
1947 BETHANY ROAD
SYCAMORE, ILLINOIS 60178
