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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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WORLD COLOR PRESS, INC.
(Exact Name Of Subject Company)
PRINTING ACQUISITION INC.
An Indirect Wholly Owned Subsidiary of
QUEBECOR PRINTING INC.
(Bidders)
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COMMON STOCK, $0.01 PAR VALUE 98144310-4
(Title Of Class Of Securities) (CUSIP Number of Class of Securities)
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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 on Behalf of Bidders)
WITH A COPY TO:
JOHN A. WILLETT, ESQ.
ARNOLD & PORTER
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4690
(212) 715-1000
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and statement on Schedule 13D (the "Tender Offer Statement")
filed on July 16, 1999 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, relating to the offer by Purchaser to purchase up to
23,500,000 of the issued and outstanding shares of Common Stock $0.01 par value
(the shares subject to the Offer, as well as all other shares of such Common
Stock hereinafter referred to as the "Shares"), of World Color Press, Inc., a
Delaware corporation (the "Company"), at $35.69 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 16, 1999 (the "Offer to Purchase") and in the related Letter
of Transmittal (which together constitute the "Offer"), copies of which were
filed as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer
Statement.
The Tender Offer Statement is hereby amended and supplemented as follows:
ITEM 10. ADDITIONAL INFORMATION
On July 28, 1999, Quebecor Printing issued a press release announcing that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 relating to the Offer had expired. The full text of the press release is
attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(9)Text of Press Release issued on July 28, 1999.
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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.
July 28, 1999
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QUEBECOR PRINTING INC.
By: /s/ CHRISTIAN M. PAUPE
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Christian M. Paupe
EXECUTIVE VICE PRESIDENT
PRINTING ACQUISITION INC.
By: /s/ CHRISTIAN M. PAUPE
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Christian M. Paupe
TREASURER
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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(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. *
(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 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. *
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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EXHIBIT (A)(9)
[LETTERHEAD OF QUEBECOR PRINTING INC.]
JULY 28, 1999
FOR IMMEDIATE RELEASE PAGE 1 OF 1
HART-SCOTT-RODINO WAITING PERIOD EXPIRES IN
QUEBECOR PRINTING ACQUISITION OF WORLD COLOR PRESS
MONTREAL--Quebecor Printing Inc. announced today that the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with reference to its previously announced acquisition of World Color
Press, Inc., expired at 11:59 p.m. Eastern Daylight Time on July 27, 1999.
Accordingly, the condition to Quebecor Printing's offer for World Color Press,
Inc. requiring the expiration of such waiting period has been satisfied.
The cash tender offer is currently scheduled to expire at 12:00 Midnight,
Eastern Daylight Time, on August 12, 1999, subject to the remaining applicable
conditions.
Quebecor Printing Inc. (NYSE:PRW; ME:IQI; TSE:IQI), a diversified global
commercial printing company, is the largest commercial printer in Canada and
Europe and one of the largest in the United States and South America. The
Company is a leader in most of its major product categories which include
magazines, inserts and circulars, books, catalogs, specialty printing and direct
mail, directories, related services and CD-ROM mastering and replicating. The
Company has over 26,000 employees working in more than 115 printing and related
facilities in the United States, Canada, France, the United Kingdom, Spain,
Germany, Sweden, Finland, Chile, Argentina, Peru, Colombia, Mexico and India.
Quebecor Printing is a subsidiary of Quebecor Inc.
Note to Editors: For further detail on the World Color acquisition, please
consult Quebecor Printing News Release issued July 12, 1999.
For further information:
John Paul Macdonald
Director, Corporate Communications
Quebecor Printing Inc.
(514) 877-5317
(800) 567-7070
