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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
WORLD COLOR PRESS, INC.
(NAME OF SUBJECT COMPANY)
WORLD COLOR PRESS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
981443104
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JENNIFER L. ADAMS, ESQ.
VICE CHAIRMAN, CHIEF LEGAL AND
ADMINISTRATIVE OFFICER, AND SECRETARY
WORLD COLOR PRESS, INC.
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
(203) 532-4200
(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:
DAVID J. SORKIN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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AMENDMENT NO 1
TO SCHEDULE 14D-9
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
July 16, 1999 (as amended and supplemented, the "Schedule 14D-9") by World Color
Press, Inc. (the "Company"), relating to a tender offer (the "Offer") commenced
by Printing Acquisition Inc., a Delaware corporation and indirect wholly-owned
subsidiary of Quebecor Printing Inc. ("Parent"), a Canadian corporation, on July
16, 1999 to purchase up to 23,500,000 of the issued and outstanding shares of
common stock par value $0.01 per share (the "Shares") of the Company at a price
of $35.69 per Share net to the seller in cash, without interest. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On July 28, 1999, Parent issued a press release announcing that the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, relating to the Offer had expired at 11:59 p.m. on Tuesday,
July 27, 1999. The full text of the press release is set forth in Exhibit 16 and
is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
16 Press Release dated July 28, 1999.
</TABLE>
1
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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.
<TABLE>
<S> <C> <C>
WORLD COLOR PRESS, INC.
By: /s/ JENNIFER L. ADAMS
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Name: Jennifer L. Adams
Title: Vice Chairman, Chief Legal and
Administrative Officer and Secretary
</TABLE>
Dated: July 28, 1999
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EXHIBIT 99.16
HART-SCOTT-RODINO WAITING PERIOD EXPIRES IN
QUEBECOR PRINTING ACQUISITION OF WORLD COLOR PRESS
MONTREAL--July 28, 1999--Quebecor Printing Inc. (TSE:IQI) (ME:IQI) (NYSE:PRW)
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,
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.
CONTACT: QUEBECOR PRINTING INC.
John Paul Macdonald
(514) 877-5317
(800) 567-7070
