NOTICE OF GUARANTEED DELIVERY
for
TENDER OF SHARES OF COMMON STOCK
of
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
to
FIS ACQUISITION CORP.
a wholly owned subsidiary of
AUTOMATIC DATA PROCESSING, INC.
(Not to Be Used for Signature Guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JUNE 8, 2000, UNLESS THE OFFER IS EXTENDED
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) if (i) certificates (the
"Share Certificates") evidencing shares of common stock, no par value (the
"Shares"), of Cunningham Graphics International, Inc., a New Jersey corporation
(the "Company"), are not immediately available, (ii) time will not permit all
required documents to reach the Wilmington Trust Company, as Depositary (the
"Depositary"), prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase (as defined below)) or (iii) the procedure for book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or transmitted by telegram, facsimile
transmission or mail to the Depositary. See Section 2 of the Offer to Purchase.
Unless the context indicates otherwise, as used herein, shareholders shall mean
holders of Shares.
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
BY MAIL: BY FACSIMILE BY HAND/OVERNIGHT
Corporate Trust TRANSMISSION: COURIER:
Operations (302) 651-1079 Wilmington Trust Company
Wilmington Trust Company ATTN: Corporate Trust
Rodney Square North Operations
1100 North Market Street 1105 North Market Street
Wilmington, DE 19890-0001 First Floor
Wilmington, DE 19801
CONFIRM BY TELEPHONE:
(302) 651-8869
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to FIS Acquisition Corp., a New Jersey
corporation (the "Purchaser") and a wholly owned subsidiary of Automatic Data
Processing, Inc., a Delaware corporation ("Parent"), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated May 11, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer"), receipt of each of which is
hereby acknowledged, the number of Shares specified below pursuant to the
guaranteed delivery procedures described in Section 2 of the Offer to Purchase.
Number of Shares: Name(s) of Record Holder(s):
Certificate Nos. (if available):
Please Print
Check box if Shares will be tendered by book-entry Address(es):
transfer (including through DTC's ATOP):
/ / The Depository Trust Company
Zip Code
Name of Tendering Institution: Company Area Code and Tel. No.:
Account Number: Area Code and Tel. No.:
Dated: , 2000 Signature (s):
DELIVERY GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm that is a commercial bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents Medallion Program hereby (a) represents that the
tender of Shares effected hereby complies with Rule 14e-4 of the Securities
Exchange Act of 1934, as amended, and (b) guarantees delivery to the Depositary,
at one of its addresses set forth above, of Share Certificates evidencing the
Shares tendered hereby in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's accounts at The
Depository Trust Company (pursuant to the procedures for book-entry transfer,
set forth in Section 2 of the Offer to Purchase), in each case with delivery of
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) with any required signature guarantees, or an Agent's Message (as
defined in Section 2 of the Offer to Purchase), and any other documents required
by the Letter of Transmittal, within three Nasdaq National Market trading days
after the date of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and Share
Certificates to the Depositary within the time period shown herein. Failure to
do so could result in financial loss to such Eligible Institution.
Name of Firm: Authorized Signature
Address:
Title
Name:
Zip Code Please Print
Date: , 2000
ADDRESS
Area Code and Tel. No.:
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.