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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4(a)-(b) of the Tender Offer Statement is hereby amended and
supplemented by the following amendments to the Offer to Purchase:
The last two sentences of the last paragraph of Section 10 of the Offer to
Purchase ("Source and Amount of Funds") are hereby deleted and replaced with the
following: "No plans or arrangements have been made concerning the sources and
methods Quebecor Printing and its subsidiaries will employ to repay such
indebtedness."
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Tender Offer Statement is hereby amended and supplemented
by the following amendments to the Offer to Purchase:
The first sentence of Section 2 of the Offer to Purchase ("Acceptance for
Payment and Payment for Shares") is hereby deleted and replaced with the
following: "Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), Purchaser will accept for payment and pay for up
to the Maximum Number of Shares validly tendered prior to the Expiration Date
and not theretofore withdrawn in accordance with Section 4 promptly after the
later to occur of (a) the Expiration Date and (b) subject to compliance with
Rule 14e-1(c) under the Exchange Act, the satisfaction or waiver on or prior to
the Expiration Date of the conditions set forth in Section 15.
The first part of the first sentence (up to and including the colon) of
Section 15 of the Offer to Purchase ("Certain Conditions of the Offer") is
hereby deleted and replaced with the following: "Purchaser shall not be required
to accept for payment or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act (relating to
Purchaser's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for any Shares tendered pursuant to
the Offer, and may postpone the acceptance for payment or, subject to the
restriction referred to above, payment for, Shares tendered pursuant to the
Offer, and may terminate the Offer (whether or not any Shares have theretofore
been purchased or paid for) to the extent permitted by the Merger Agreement, if
(i) at the expiration of the Offer the Minimum Condition is not satisfied or
(ii) if, at any time on or after July 12, 1999 and prior to the Expiration Date
the following conditions exist (each of the paragraphs (a) through (f) providing
a separate and independent condition to Purchaser's obligations pursuant to the
Offer):"
Section 10 of the Offer to Purchase ("Source and Amount of Funds") is
amended as set forth in ITEM 4. above.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
The Text of Press Release issued by Quebecor Printing and the Company on
July 12, 1999, filed as Exhibit (a)(8) to the Tender Offer Statement on July 16,
1999, made reference to the safe harbor protections afforded by the Securities
Litigation Reform Act of 1995 (the "SLRA"). It is hereby noted that the safe
harbor protections of the SLRA do not apply to a forward-looking statement made
in connection with a tender offer.
3
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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
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QUEBECOR PRINTING INC.
By: /s/ CHRISTIAN M. PAUPE
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Name: Christian M. Paupe
TITLE: EXECUTIVE VICE PRESIDENT
PRINTING ACQUISITION INC.
By: /s/ CHRISTIAN M. PAUPE
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Name: Christian M. Paupe
TITLE: 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.
