OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
of
CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
at
$22.00 Net Per Share
by
FIS ACQUISITION CORP.
a wholly owned subsidiary of
AUTOMATIC DATA PROCESSING, INC.
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.
May 11, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by FIS Acquisition Corp., a New Jersey corporation
(the "Purchaser") and a wholly owned subsidiary of Automatic Data Processing,
Inc., a Delaware corporation ("Parent"), to act as Dealer Manager in connection
with the Purchaser's offer to purchase all outstanding shares of common stock,
no par value (the "Shares"), of Cunningham Graphics International, Inc., a New
Jersey corporation (the "Company"), at a 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, as amended from
time to time, together constitute the "Offer") enclosed herewith. Unless the
context indicates otherwise, as used herein, shareholders shall mean holders of
Shares.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS (I) THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT
NUMBER OF SHARES WHICH, WHEN ADDED TO THE SHARES BENEFICIALLY OWNED BY THE
PURCHASER OR PARENT, REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF
SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE AND (II) THE
EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HART-
SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED. SEE SECTION 14 OF
THE OFFER TO PURCHASE.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. The Offer to Purchase, dated May 11, 2000;
2. The Letter of Transmittal to be used by holders of Shares in accepting the
Offer and tendering Shares;
3. A letter to shareholders of the Company from the Chairman of the Board of
the Company, accompanied by the Company's Solicitation/Recommendation
Statement on Schedule 14D-9;
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing such Shares (the "Share Certificates") are not
immediately available or time will not permit all required documents to
reach Wilmington Trust Company (the "Depositary") prior to the Expiration
Date (as defined in the Offer to Purchase) or the procedure for book-entry
transfer cannot be completed by the Expiration Date;
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominees, with space
provided for obtaining such clients' instructions with regard to the Offer;
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withheld; and
7. A return envelope addressed to the Depositary.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of May 2, 2000 (the "Merger Agreement"), among the Purchaser, Parent and the
Company pursuant to which, following the consummation of the Offer and in
accordance with the New Jersey Business Corporation Act, and subject to the
satisfaction or waiver of certain conditions, the Purchaser will be merged with
and into the Company, with the Company surviving the merger as a wholly owned
subsidiary of Parent (the "Merger"). In the Merger, each outstanding Share
(other than Shares owned by Parent, the Purchaser or any subsidiary or affiliate
of Parent, the Purchaser or by the Company) will be converted into the right to
receive $22.00 per Share, net to the seller in cash, without interest, as set
forth in the Merger Agreement and described in the Offer to Purchase.
The Board of Directors of the Company has unanimously approved the Merger
Agreement, the Offer and the Merger, determined that the Offer and the Merger
are advisable and fair to, and in the best interests of, the shareholders of the
Company and unanimously recommends that the shareholders of the Company accept
the Offer and tender their Shares pursuant to the Offer.
In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) the Share Certificates,
timely confirmation of a book-entry transfer of such Shares, if such procedure
is available, into the Depositary's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in Section 2 of the Offer to
Purchase, or confirmation of surrender of Shares through DTC's Automated Tender
Offer Program ("ATOP"), (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (as defined in Section 2 of the Offer to Purchase), in the
case of a book-entry transfer or tender pursuant to ATOP procedures and (iii)
any other documents required by the Letter of Transmittal.
Neither Parent nor the Purchaser will pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Manager, the
Information Agent and the Depositary as described in Section 16 of the Offer to
Purchase) in connection with the solicitation of tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding the
enclosed materials to your clients.
The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered Shares, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JUNE 8, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates evidencing the tendered Shares should be delivered
or such Shares should be tendered by book-entry transfer or in accordance with
DTC's ATOP procedures, all in accordance with the Instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender Shares, but it is impracticable for them
to forward their Share Certificates or other required documents to the
Depositary prior to the Expiration Date or to comply with the procedures for
book-entry transfer or ATOP on a timely basis, a tender may be effected by
following the guaranteed delivery procedures specified under Section 2 of the
Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
Lehman Brothers Inc., the Dealer Manager, or Innisfree M&A Incorporated, the
Information Agent, at their respective addresses and telephone numbers set forth
on the back cover page of the Offer to Purchase. Additional copies of the
enclosed materials may be obtained from the Information Agent or the Dealer
Manager at their respective addresses and telephone numbers set forth on the
back cover page of the Offer to Purchase.
Very truly yours,
LEHMAN BROTHERS
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF PARENT, THE
PURCHASER, THE COMPANY, THE DEPOSITARY, THE INFORMATION
AGENT OR THE DEALER MANAGER, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
AND THE STATEMENTS CONTAINED THEREIN.