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)
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Cunningham Graphics International, Inc.
(Name of Subject Company)
Cunningham Graphics International, Inc.
(Name of Person(s) Filing Statement)
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Common Stock, No Par Value Per Share
(Title of Class of Securities)
231157108
(CUSIP Number of Class of Securities)
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Michael R. Cunningham
President and Chief Executive Officer
Cunningham Graphics International, Inc.
100 Burma Road
Jersey City, New Jersey 07305
(201) 217-1990
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
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With a copy to:
Daniel S. Sternberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
This Amendment No. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented, the "Schedule 14D-9") filed with the Securities and Exchange
Commission on May 11, 2000 by Cunningham Graphics International, Inc., a New
Jersey corporation (the "Company"), relating to the offer by FIS Acquisition
Corp., a New Jersey corporation and a wholly owned subsidiary of Automatic Data
Processing, Inc., a Delaware corporation, to purchase all outstanding shares of
the common stock of the Company, without par value, for a purchase price of $22
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, and in the related Letter of Transmittal. This Schedule 14D-9 is being
filed on behalf of the Company. Capitalized terms used and not defined herein
shall have the meanings assigned to such terms in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
On May 12, 2000, the Company was informed that, on May 5, 2000, two
purported shareholder class action complaints were filed in the Chancery
Division of the Superior Court of New Jersey for Hudson County, one by Kenneth
Sherman (Docket No. C-67-00) (the "Sherman Action") and the other by Nat Orme
(Docket No. C-69-00) (the "Orme Action" and, together with the Sherman Action,
the "Actions"), both of whom claim to be shareholders of the Company and purport
to bring their Actions on behalf of all shareholders of the Company other than
the Individual Defendants (as defined below) and related parties. The complaints
in the Actions, which are identical in all material substantive respects, name
as defendants the Company and the directors of the Company (the "Individual
Defendants") and allege, among other things, that the Individual Defendants have
breached their fiduciary obligations by (i) having thus far failed to announce
any active auction or open bidding procedures for the sale of the Company and
(ii) agreeing to an Offer Price and Merger Consideration that do not represent
the true value of the Company and its future prospects. The complaints request
that the Superior Court, among other things, declare that each of the Actions is
a proper class action, declare that entering into the Merger Agreement
constitutes a breach of the Individual Defendants' fiduciary duties, enjoin the
ongoing performance of the Merger Agreement and the consummation of the Merger
(unless and until the Company adopts and implements a procedure or process, such
as an auction, that allegedly would obtain the highest possible price for the
Company), rescind, to the extent already implemented, the Merger Agreement or
any of the terms thereof, and award appropriate damages and costs and
disbursements of the Actions, including reasonable attorneys' and experts' fees.
Item 9. Exhibits
Exhibit 15 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 (1)
Exhibit 16 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 (1)
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(1) Filed as an exhibit to Amendment No. 1 to Automatic Data Processing,
Inc. and FIS Acquisition Corp. Tender Offer Statement on Schedule TO,
dated May 18, 2000 and is incorporated herein by reference.
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.
Cunningham Graphics International, Inc.
By: /s/ Michael R. Cunningham
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Name: Michael R. Cunningham
Title: President and Chief Executive Officer
Dated: May 18, 2000