SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
---------------------------------------
(Name of Subject Company (Issuer))
AUTOMATIC DATA PROCESSING, INC.
and
FIS ACQUISITION CORP.
---------------------
(Name of Filing Persons (Offerors))
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
231157108
---------
(CUSIP Number of Class of Securities)
James B. Benson, Esq.
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068
(973) 974-5000
Copies to:
Douglas A. Cifu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
----------------------------------------------
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
<PAGE>
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13c-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
<PAGE>
For Immediate Release
ADP TO ACQUIRE CUNNINGHAM GRAPHICS
ROSELAND, NJ, May 3, 2000 -- Automatic Data Processing, Inc. (NYSE:AUD), has
entered into a definitive agreement to acquire Cunningham Graphics
International, Inc. (NASD:CGII) (Cunningham) for $22 per share in cash, Arthur
F. Weinbach, chairman and chief executive officer announced today.
Cunningham, with annual revenues exceeding $160 million, is a leading
provider of time-sensitive printing to the financial services industry,
specializing in printing and distribution of complex research reports.
Commenting on the transaction, Mr. Weinbach said, "Cunningham's
services are a natural extension of the print and distribution services of our
Brokerage Services Investor Communications business. With the acquisition we
will be better able to (1) offer coordinated, one-stop shopping to meet a broad
array of financial industry investor communication needs, and (2) increase our
ability to offer both print and electronic distribution of critical investor
documents."
The transaction is subject to customary closing conditions and various
regulatory approvals. ADP expects to commence a tender offer to purchase all of
Cunningham's common shares within the next seven business days. Certain
directors and officers of Cunningham, holding in the aggregate approximately 45%
of the outstanding common shares, have agreed to tender their common shares
pursuant to ADP's offer.
ADP, with over $5 billion in revenue and more than 450,000 clients, is
one of the largest independent computing services firms in the world.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF CUNNINGHAM. AT THE TIME ADP COMMENCES THIS OFFER, IT WILL FILE
A TENDER OFFER STATEMENT AND CUNNINGHAM WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. ADP WILL MAKE AVAILABLE TO ALL SHAREHOLDERS
OF CUNNINGHAM, AT ADP'S EXPENSE, THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS AND CUNNINGHAM WILL MAKE AVAILABLE
TO ALL ITS SHAREHOLDERS, AT CUNNINGHAM'S EXPENSE, THE
SOLICITATION/RECOMMENDATION STATEMENT. THE TENDER OFFER STATEMENT
3
<PAGE>
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.
This release contains "forward-looking statements" based on management's
expectations and assumptions and are subject to risks and uncertainties that may
cause actual results to differ from those expressed. Factors that could cause
differences include: ADP's success in obtaining, retaining and selling
additional services to clients; the pricing of products and services; overall
economic trends, including interest rate and foreign currency trends; stock
market activity; auto sales and related industry changes; employment levels;
changes in technology; availability of skilled technical associates; and the
impact of new acquisitions.
4
