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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
WORLD COLOR PRESS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title Of Class Of Securities)
98144310-4
(CUSIP Number of Class of Securities)
LOUIS SAINT-ARNAUD
VICE PRESIDENT, LEGAL AFFAIRS & SECRETARY
QUEBECOR PRINTING INC.
612 SAINT-JACQUES STREET
MONTREAL, QUEBEC, CANADA
H3C 4M8
(514) 954-0101
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
WITH A COPY TO:
JOHN A. WILLETT, ESQ.
ARNOLD & PORTER
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4690
(212) 715-1000
JULY 12, 1999
(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 the this Schedule 13D, and is filing the
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /.
(Continued on following pages)
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CUSIP NO. 98144310
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- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS QUEBECOR PRINTING INC.
IRS IDENTIFICATION NOS OF ABOVE PERSONS NOT APPLICABLE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
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NUMBER OF 7 SOLE VOTING POWER 16,865,572.79*
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 16,865,572.79*
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 16,865,572.79*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.7%*
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14 TYPE OF REPORTING PERSON CO
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* Beneficial ownership is based solely on the following agreements:
On July 12, 1999, the Reporting Person entered into a Tender, Voting and
Option Agreement (the "Tender Agreement") with KKR Partners II, L.P., APC
Associates, L.P., GR Associates L.P., KKR Associates and Robert G. Burton,
Marc L. Reisch, Jennifer L. Adams, Robert B. Lewis and James E. Lillie, who
are senior executives of the Company (together, the "Stockholders"),
pursuant to which, among other things, the Stockholders granted the
Reporting Person an irrevocable option to purchase all, but not less than
all, of the Stockholders' shares, representing an aggregate amount of
9,307,272.79, at a price of $35.69 per share, exercisable only in the event
of the Triggering Event (as defined in Section 13 of the Offer to Purchase).
This agreement is described more fully in Section 13, "The Merger Agreement;
Other Agreements," of the Offer to Purchase attached hereto as Exhibit
(a)(1).
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On July 12, 1999, the Reporting Person also entered into a Stock Option
Agreement (the "Stock Option Agreement") with the Subject Company pursuant
to which the Subject Company granted the Reporting Person the option to
purchase up to 7,558,300 Shares exercisable only in the event of payment of
a certain Termination Amount (as defined in Section 13 of the Offer to
Purchase). This agreement is described more fully in Section 13, "The Merger
Agreement; Other Agreements," of the Offer to Purchase attached hereto as
Exhibit (a)(1).
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CUSIP NO. 98144310
- ------------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS PRINTING ACQUISITION INC.
IRS IDENTIFICATION NOS OF ABOVE PERSONS 51-0391534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 16,865,572.79*
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 16,865,572.79*
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 16,865,572.79*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.7%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
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* Beneficial ownership is based solely on the following agreements:
On July 12, 1999, Quebecor Printing Inc. ("Quebecor Printing"), of which
Reporting Person is an indirect wholly owned subsidiary, entered into a
Tender, Voting and Option Agreement (the "Tender Agreement") with KKR
Partners II, L.P., APC Associates, L.P., GR Associates L.P., KKR Associates
and Robert G. Burton, Marc L. Reisch, Jennifer L. Adams, Robert B. Lewis and
James E. Lillie, who are senior executives of the Company (together, the
"Stockholders"), pursuant to which, among other things, the Stockholders
granted Quebecor Printing an irrevocable option to purchase all, but not
less than all, of the Stockholders' shares, representing an aggregate amount
of 9,307,272.79, at a price of $35.69 per share, exercisable only in the
event of the Triggering Event (as defined in Section 13 of the Offer to
Purchase). This agreement is described more fully in Section 13, "The Merger
Agreement; Other Agreements," of the Offer to Purchase attached hereto as
Exhibit (a)(1).
On July 12, 1999, Quebecor Printing also entered into a Stock Option
Agreement (the "Stock Option Agreement") with the Subject Company
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pursuant to which the Subject Company granted Quebecor Printing the option
to purchase up to 7,558,300 Shares exercisable only in the event of payment
of a certain Termination Amount (as defined in Section 13 of the Offer to
Purchase). This agreement is described more fully in Section 13, "The Merger
Agreement; Other Agreements," of the Offer to Purchase attached hereto as
Exhibit (a)(1).
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ITEM 1. SECURITY AND ISSUER
(a) This statement on Schedule 13D (this "Statement") relates to shares of
common stock, $0.01 par value, of World Color Press, Inc. (the "Company"), a
Delaware corporation, which has its principal executive offices at 340
Pemberwick Rd., Greenwich, Connecticut, 06831.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) and (f): This Statement is filed by Quebecor Printing Inc.
("Quebecor Printing"), a company amalgamated under the laws of Canada, and
Printing Acquisition Inc. ("Purchaser"), a Delaware corporation and an
indirect wholly owned subsidiary of Quebecor Printing. The information set
forth under "Introduction," Section 9 ("Certain Information Concerning
Quebecor Printing, Purchaser and QPUSA"), and Annex I of the Offer to
Purchase filed as Exhibit (a) (1) to the Schedule 14D-1 (SEC File No.
005-49871) on July 16, 1999, as amended by Amendment No. 1 filed on July 28,
1999 and Amendment No. 2 filed on August 9, 1999, (the "Offer to Purchase"),
is incorporated herein by reference.
(d) and (e): During the last five years, neither Quebecor Printing nor
Purchaser nor, to the best knowledge of Quebecor Printing and Purchaser, any
of the persons listed in Annex I to the Offer to Purchase has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth under "Introduction" and Section 10 ("Source and
Amount of Funds") of the Offer to Purchase is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(g): The information set forth under "Introduction," Section 11
("Background of the Offer; Past Contacts, Transactions or Negotiations with
the Company"), Section 12 ("Purpose of the Offer and Merger; Appraisal
Rights; Plans for the Company"), Section 13 ("The Merger Agreement; Other
Agreements"), and Section 14 ("Dividends and Distributions") of the Offer to
Purchase is incorporated herein by reference.
Except as contemplated by the Merger Agreement, the Tender Agreement or the
Stock Option Agreement neither Quebecor Printing nor Purchaser has any plans
or proposals which relate to or would result in (x) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company, or (y) changes to the Company's charter, bylaws
or instruments corresponding thereto or other action which may impede the
acquisition of control of the Company by any person.
(h) and (i): The information set forth under "Introduction" and Section 7
("Effect of the Offer on the Market for Shares, NYSE Listing, Stock
Quotation, Exchange Act Registration; Margin Regulation") of the Offer to
Purchase is incorporated herein by reference.
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(j): Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(d): The information set forth under "Introduction," Section 9 ("Certain
Information Concerning Quebecor Printing, Purchaser and QPUSA"), and Section
13 ("Merger Agreement; Other Agreements") of the Offer to Purchase is
incorporated herein by reference.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth under "Introduction," Section 9 ("Certain
Information Concerning Quebecor Printing, Purchaser and QPUSA"), Section 11
("Background of the Offer; Past Contacts, Transactions or Negotiations with
the Company"), and Section 13 ("The Merger Agreement; Other Agreements") of
the Offer to Purchase is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1. Joint Filing Agreement dated August 9, 1999 between Quebecor
Printing and Purchaser.
The following exhibits are incorporated by reference from the 14D-1 Tender
Offer Statement filed by Quebecor Printing and Purchaser on July 16, 1999,
Amendment No.1 to the Schedule 14D-1 Tender Offer Statement filed on July
28, 1999, and Amendment No.2 to the Schedule 14D-1 Tender Offer Statement
filed on August 9, 1999:
(a)(1) Offer to Purchase dated July 16, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Wall Street Journal
and the New York Times on July 16, 1999.
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(a)(8) Text of Press Release issued by Quebecor Printing and the
Company on July 12, 1999.
(a)(9) Text of Press Release issued on July 28, 1999.
(b)(1) Arrangement Letter (including the related term sheets and waiver
letters) dated as of July 12, 1999 from Royal Bank of Canada, Bank of
America Canada, Bank of Montreal and Canadian Imperial Bank of
Commerce.
(c)(1) Agreement and Plan of Merger dated as of July 12, 1999 among
Quebecor Printing, Purchaser and the Company.
(c)(2) Tender, Voting and Option Agreement dated as of July 12, 1999
among Quebecor Printing, KKR Partners II, L.P., APC Associates, L.P.,
GR Associates L.P., KKR Associates and Robert G. Burton, Marc L.
Reisch, Jennifer L. Adams, Robert B. Lewis and James E. Lillie.
(c)(3) Confidentiality Agreement dated June 28, 1999 between Quebecor
Printing and the Company.
(c)(4) Stock Option Agreement dated as of July 12, 1999 between
Quebecor Printing and the Company.
(c)(5) Registration Rights Agreement dated as of July 12, 1999 between
Quebecor Printing and KKR Partners II, L.P., APC Associates, L.P., GR
Associates L.P., KKR Associates.
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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.
August 9, 1999
QUEBECOR PRINTING INC.
By: /s/ CHRISTIAN M. PAUPE
-------------------------------
Name: Christian M. Paupe
Title: Executive Vice President
PRINTING ACQUISITION INC.
By: /s/ CHRISTIAN M. PAUPE
-------------------------------
Name: Christian M. Paupe
Title: Treasurer
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EXHIBIT 99.1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of the undersigned
that the Schedule 13D filed on or about this date with respect to the beneficial
ownership by the undersigned of the Common Stock, $0.01 par value per share, of
World Color Press, Inc. is being, and any and all amendments to such Schedule
may be, filed on behalf of each of the undersigned. This Agreement may be
executed in two or more counterparts, each of which will be deemed an original,
but all of which together shall constitute one and the same instrument.
Date: August 9, 1999
QUEBECOR PRINTING
By: /s/ Christian M. Paupe
--------------------------------
Name: Christian M. Paupe
Title: Executive Vice President
PRINTING ACQUISITION INC.
By: /s/ Christian M. Paupe
--------------------------------
Name: Christian M. Paupe
Title: Treasurer
