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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF 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)
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. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (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 August 13, 1999, Quebecor Printing issued a press release announcing
the extension of the Offer to 12:00 Midnight, Eastern Daylight Time, on August
19, 1999. The full text of the press release is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release issued on August 13, 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.
August 13, 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 INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
(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. *
(a)(10) Text of Press Release issued on August 13, 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.
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(e) Not applicable.
(f) Not applicable.
* Previously filed.
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Exhibit (a)(10)
[LETTERHEAD OF QUEBECOR PRINTING INC.]
AUGUST 13, 1999
FOR IMMEDIATE RELEASE PAGE 1 OF 1
QUEBECOR PRINTING EXTENDS TENDER OFFER
FOR WORLD COLOR SHARES
MONTREAL - Quebecor Printing Inc. announced today that it has extended the
expiration date of its tender offer, through its wholly owned subsidiary,
Printing Acquisition Inc., for up to 23.5 million shares of World Color Press,
Inc. to 12:00 Midnight, Eastern Daylight Time, on August 19, 1999.
Approximately 18 million shares of World Color common stock were validly
tendered in connection with the tender offer as of 12:00 Midnight, Eastern
Daylight Time, on August 12, 1999, the original expiration date of the tender
offer.
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.
-30-
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
