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
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)
CALCULATION OF FILING FEE
- ----------------------------------------------- -----------------------------------------------
Transaction Valuation* Amount of Filing Fee**
$135,625,578 $27,125
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* 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 $8,958,246.
** 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.
/ / 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:
Form or Registration No.:
Filing Party:
Date Filed:
/ / 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: / /
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CUSIP No. 231157108 Page 2 of 5 Pages
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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by FIS Acquisition Corp. (the "Purchaser"), a New Jersey corporation
and a wholly owned subsidiary of Automatic Data Processing, Inc., a Delaware
corporation ("Parent"), to purchase all the outstanding shares of common stock,
no par value (the "Shares") of Cunningham Graphics International, Inc. (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 this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. This Schedule TO is being filed on behalf of the Purchaser and
Parent.
All information set forth in the Offer to Purchase filed as
Exhibit (a)(1)(A) to this Schedule TO is incorporated by reference in answer to
items 1 through 13 in this Schedule TO, except those items as to which
information is specifically provided herein.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(b) Reference is hereby made to the Form of Letter of Transmittal and the
Form of Notice of Guaranteed Delivery, copies of which are filed as Exhibits
(a)(1)(B) and (a)(1)(C), respectively, and to the Agreement and Plan of Merger
among Parent, Purchaser and Company, dated as of May 2, 2000, a copy of which is
attached hereto as Exhibit (d)(1).
ITEM 12. EXHIBITS.
(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 Parent on May 3, 2000
(a)(1)(H) Summary Advertisement, published May 11, 2000
(b) Not applicable.
(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.
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CUSIP No. 231157108 Page 3 of 5 Pages
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(d)(4) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Gerald (L.J.) Baillargeon
(d)(5) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Michael R. Cunningham
(d)(6) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Ned Hood
(d)(7) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Ioannis Lykogiannis
(d)(8) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Gordon Mays
(d)(9) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Timothy Mays
(d)(10) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Robert Needle
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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CUSIP No. 231157108 Page 4 of 5 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: May 11, 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
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CUSIP No. 231157108 Page 5 of 5 Pages
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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(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 Parent on May 3, 2000
(a)(1)(H) Summary Advertisement, published May 11, 2000
(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., the Company,
Cunningham Graphics Inc. and Gerald (L.J.) Baillargeon
(d)(5) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Michael R. Cunningham
(d)(6) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Ned Hood
(d)(7) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Ioannis Lykogiannis
(d)(8) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Gordon Mays
(d)(9) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Timothy Mays
(d)(10) Employment Agreement, dated as of May 2, 2000, between ADP
Financial Information Services, Inc., the Company,
Cunningham Graphics Inc. and Robert Needle