SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
AUTOMATIC DATA PROCESSING, INC.
and
FIS ACQUISITION CORP.
(Names 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, NY 10019
(212) 373-3000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
<PAGE>
CALCULATION OF FILING FEE
----------------------------------- ------------------------------
Transaction valuation* $135,625,578 Amount of Filing Fee** $27,125
----------------------------------- ------------------------------
* For purposes of calculating the filing fee pursuant to Rule 0-11(d),
the Transaction Valuation was calculated on the basis of (i) 5,757,606
shares of common stock, no par value, of Cunningham Graphics
International, Inc., (ii) the tender offer price of $22.00 per share,
and (iii) 407,193 options to acquire shares with an aggregate value of
$3,257,544.
** The filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, is 1/50th of one percent of the
aggregate Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $27,125
Form or Registration No.: Schedule TO
Filing Party: Automatic Data Processing, Inc.
Date Filed: May 11, 2000
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-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: [ ]
<PAGE>
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CUSIP No. 231157108 Page 2 of 7 Pages
--------------------- ---------------------
This Amendment No. 2 ("Amendment No. 2") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "Commission") on May 11, 2000 (the "Schedule TO") by Automatic
Data Processing, Inc., a Delaware corporation ("Parent"), and FIS Acquisition
Corp., a New Jersey corporation and a wholly owned subsidiary of ADP (the
"Purchaser"), as amended by Amendment No. 1 to the Schedule TO filed with the
Commission on May 18, 2000 by Parent and the Purchaser ("Amendment No. 1"). The
Schedule TO and Amendment No. 1 relate to the offer by the Purchaser to purchase
all the outstanding shares of common stock, no par value (the "Shares"), of
Cunningham Graphics International, Inc., a New Jersey corporation (the
"Company"), at a purchase price of $22.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated May 11, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") which are annexed to
and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. This Amendment No. 2 is being filed on behalf of Purchaser and
Parent. Any capitalized term used and not otherwise defined herein shall have
the meaning ascribed to such term in the Offer to Purchase, the Schedule TO and
Amendment No. 1.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 2 of the Schedule TO is hereby amended and supplemented to include the
following information:
Set forth below is certain selected consolidated financial information
with respect to the Company and its subsidiaries excerpted from the information
contained in the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 (the "Company 10-Q"). More comprehensive financial information is
included in the Company 10-Q, the Company 10-K and other documents filed by the
Company with the Commission, and the following summary is qualified in its
entirety by reference to such information. The Company 10-Q, the Company 10-K
and such other documents should be available for inspection and copies thereof
should be obtainable in the manner set forth in Section 8 of the Offer of
Purchase under "Available Information."
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
(unaudited)
March 31, March 31,
2000 1999
------------- -------------
Operating Information:
---------------------
Net sales....................................... $42,994 $18,301
Cost of production.............................. 29,296 12,251
Selling, general and administrative expenses.... 7,161 2,965
Depreciation and amortization................... 1,660 762
Operating income................................ 4,877 2,323
Interest income (expense)....................... (1,325) (42)
Other income.................................... 130 13
Income before income taxes...................... 3,682 2,294
Income tax provision............................ 1,223 899
Net income...................................... $2,459 $1,395
<PAGE>
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CUSIP No. 231157108 Page 3 of 7 Pages
--------------------- ---------------------
Three Months Ended
(unaudited)
March 31, March 31,
2000 1999
------------- -------------
Basic earnings per share........................ $0.43 $0.25
Diluted earnings per share...................... $0.42 $0.25
At At
March 31, 2000 December 31, 1999
-------------- -----------------
(unaudited)
Balance Sheet Information:
-------------------------
Current assets.................................. $ 44,431 $ 37,151
Total assets.................................... 140,853 132,372
========= =========
Current liabilities............................. $ 31,865 $ 31,109
Long-term debt, net of current portion.......... 7,117 7,844
Revolving line of credit, net of current portion 44,211 38,419
Obligations under capital leases, net of current
portion......................................... 5,651 5,689
Deferred income taxes........................... 3,175 3,176
Common stock.................................... 36,332 36,003
Accumulated other comprehensive income
(loss).......................................... 380 469
Retained earnings............................... 12,122 9,663
--------- ---------
Stockholders' equity............................ $ 48,834 $ 46,135
--------- ---------
$ 140,853 $ 132,372
========= =========
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented to include the
following information:
The Purchaser acknowledges, and will comply with, the Commission's view
that all conditions to the Offer, other than required regulatory approvals, must
be satisfied or waived on or before the Expiration Date.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 of the Schedule TO is hereby amended and supplemented to include the
following information:
In connection with the execution of the MOU described below, on June 1,
2000, Parent, Purchaser and the Company amended the Merger Agreement to reduce
the aggregate amount of the Termination Fee payable under the circumstances
described in Section 12 of the Offer to Purchase under "The Merger
Agreement--Fees and Expenses" by reducing the "termination fee" from $4,000,000
to $2,500,000 and by reducing the amount of the limit on the fees and expenses
of Parent and Purchaser related to the Offer, the Merger Agreement and the
transactions contemplated thereby that may be reimbursed by the Company from
$1,000,000 to $750,000.
<PAGE>
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CUSIP No. 231157108 Page 4 of 7 Pages
--------------------- ---------------------
Reference is made to the description of the proposed divestiture of the
Designated Business in Section 12 of the Offer to Purchase under "The Merger
Agreement--Designated Business." The Designated Business is Bengal Graphics,
Inc. The proposed acquirors of the Designated Business are its former owners who
sold the Designated Business to the Company in 1999. None of the proposed
acquirors is an officer, director or affiliate of the Company. However, one of
the proposed acquirors (who is a former owner of the Designated Business) is
currently employed as Senior Vice President of the Designated Business. In
addition, no officer, director or affiliate of the Company will receive a
personal benefit, directly or indirectly, from the sale of the Designated
Business pursuant to the Subsidiary Agreement.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following information:
On June 1, 2000, Parent, Purchaser and the parties to the Actions
entered into a Memorandum of Understanding (the "MOU") which sets forth their
agreement in principle providing for the settlement of the Actions on the terms
and subject to the conditions set forth therein, which conditions include (i)
court approval, (ii) the execution of an appropriate stipulation of settlement
and (iii) the closing of the Merger.
The MOU provides for, among other things, the amendment of the Merger
Agreement and the disclosure by Parent of certain information, each to the
extent set forth elsewhere in this Amendment No. 2. Parent and Purchaser have
also agreed in the MOU not to oppose the application by plaintiff's counsel in
the Actions for fees of up to $390,000.
ITEM 12. EXHIBITS.
(a)(5)(C) Form of Memorandum of Understanding signed by Kenneth
Sherman, Nat Orme, Michael R. Cunningham, Gordon Mays,
Laurence Gerber, James J. Cunningham, Arnold Spinner,
Stanley Moss, Cunningham Graphics International, Inc.,
Automatic Data Processing, Inc. and FIS Acquisition Corp.
(d)(11) First Amendment, dated as of June 1, 2000, to the Agreement
and Plan of Merger, dated as of May 2, 2000, by and among
Automatic Data Processing, Inc., FIS Acquisition Corp. and
Cunningham Graphics International, Inc.
<PAGE>
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CUSIP No. 231157108 Page 5 of 7 Pages
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SIGNATURE
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.
Dated: June 1, 2000
AUTOMATIC DATA PROCESSING, INC.
By: /s/ James B. Benson
-------------------
Name: James B. Benson
Title: Corporate Vice President
FIS ACQUISITION CORP.
By: /s/ James B. Benson
-------------------
Name: James B. Benson
Title: President
<PAGE>
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CUSIP No. 231157108 Page 6 of 7 Pages
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INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
*(a)(1)(A) Offer to Purchase, dated as of May 11, 2000
*(a)(1)(B) Form of Letter of Transmittal
*(a)(1)(C) Form of Notice of Guaranteed Delivery
*(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
*(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
*(a)(1)(F) Guidelines for Certification of taxpayer Identification
Number on Substitute Form W-9
*(a)(1)(G) Text of press release issued by Automatic Data Processing,
Inc. on May 3, 2000
*(a)(1)(H) Summary Advertisement, published May 11, 2000
*(a)(5)(A) Complaint of Kenneth Sherman against Michael R. Cunningham,
Gordon Mays, Laurence Gerber, James J. Cunningham, Arnold
Spinner, Stanley Moss and Cunningham Graphics International,
Inc., filed in the Chancery Division of the Superior Court
of New Jersey for Hudson County on May 5, 2000
*(a)(5)(B) Complaint of Nat Orme against Michael R. Cunningham, Gordon
Mays, Laurence Gerber, James J. Cunningham, Arnold Spinner,
Stanley Moss and Cunningham Graphics International, Inc.,
filed in the Chancery Division of the Superior Court of New
Jersey for Hudson County on May 5, 2000
(a)(5)(C) Form of Memorandum of Understanding signed by Kenneth
Sherman, Nat Orme, Michael R. Cunningham, Gordon Mays,
Laurence Gerber, James J. Cunningham, Arnold Spinner,
Stanley Moss, Cunningham Graphics International, Inc.,
Automatic Data Processing, Inc. and FIS Acquisition Corp.
*(d)(1) Agreement and Plan of Merger, dated as of May 2, 2000, among
Automatic Data Processing, Inc., FIS Acquisition Corp. and
Cunningham Graphics International, Inc.
*(d)(2) Voting and Tender Agreement, dated as of May 2, 2000 among
Automatic Data Processing, Inc., FIS Acquisition Corp. and
the Shareholders listed therein
*(d)(3) Confidentiality Agreement, dated as of January 5, 2000,
between Prudential Securities Incorporated, as agent for
Cunningham Graphics International, Inc., and ADP Financial
Information Services, Inc.
*(d)(4) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Gerald
(L.J.) Baillargeon
--------------------
* Previously filed
<PAGE>
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CUSIP No. 231157108 Page 7 of 7 Pages
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*(d)(5) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Michael R.
Cunningham
*(d)(6) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Ned Hood
*(d)(7) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Ioannis
Lykogiannis
*(d)(8) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Gordon
Mays
*(d)(9) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Timothy
Mays
*(d)(10) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., Cunningham Graphics
International, Inc., Cunningham Graphics Inc. and Robert
Needle
(d)(11) First Amendment, dated as of June 1, 2000, to the Agreement
and Plan of Merger, dated as of May 2, 2000, by and among
Automatic Data Processing, Inc., FIS Acquisition Corp. and
Cunningham Graphics International, Inc.
--------------------
* Previously filed
