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. 2)
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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. 2 (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 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
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.
Item 4. The Solicitation or Recommendation.
Item 4(b)(ii) of the Schedule 14D-9 is hereby amended and supplemented by
adding the following:
With regard to the factor described in point 3, the Board believed that, on
balance, the prospects for the Company's long term growth and increase in value
considered together with the possible constraints on those prospects and the
risks and timing associated therewith supported the Board's conclusions and
recommendation.
With regard to the factor described in point 4, the Board recognized that
the level of then recent market prices for the Shares was a factor which
detracted from its conclusions. However, the Board was of the view that such
market prices did not most accurately reflect the value of the Company as a
whole, taking into account the nature of the market for the Shares (in
particular their limited liquidity and low trading volume), the trading history
of the Shares and other circumstances and when considered together with other
factors supporting lower values. The Board believed that its overall
consideration of the market for the Shares, on balance, supported the Board's
conclusions and recommendation.
The Board viewed its determinations and recommendations as being based on
the totality of the information presented to and considered by the Board. In
addition, individual members of the Board may have given different weights to
different factors.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
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 additional information. 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 9. Exhibits
Exhibit 17 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.(1)
Exhibit 18 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.(1)
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(1) Filed as an exhibit to Amendment No. 2 to Automatic Data Processing, Inc.
and FIS Acquisition Corp. Tender Offer Statement on Schedule TO, dated June
1, 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: June 1, 2000