EXHIBIT (A)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase dated May 11, 2000 and the related Letter of
Transmittal (and any amendments or supplements thereto) and is being made to all
holders of Shares.
The Purchaser (as defined below) is not aware of any state where the making
of the Offer is prohibited by administrative or judicial action pursuant to any
valid state statute. If the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of the Shares pursuant
thereto, the Purchaser shall make a good faith effort to comply with such
statute. If, after such good faith effort, the Purchaser cannot comply with such
statute, the Offer will not be made to nor will tenders be accepted from or on
behalf of the holders of Shares in such state.
In those jurisdictions where securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of the Purchaser by Lehman Brothers Inc. (the "Dealer Manager")
or one or more registered brokers or dealers that are licensed under the laws of
such jurisdiction.
NOTICE OF 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.
FIS Acquisition Corp., a New Jersey corporation (the "Purchaser") and a
wholly owned subsidiary of Automatic Data Processing, Inc., a Delaware
corporation ("Parent"), is offering 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 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"). Unless the context indicates
otherwise, as used herein, shareholders shall mean holders of Shares.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of May 2, 2000 (the "Merger Agreement"), among Parent, the Purchaser and the
Company pursuant to which, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, and in accordance with the New
Jersey Business Corporation Act (the "NJBCA"), the Purchaser will be merged with
and into the Company (the "Merger"). In the Merger, each issued and 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 in cash, without interest. The Merger Agreement is more
fully described in Section 12 of 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
AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to the Purchaser and not
properly withdrawn as, if and when the Purchaser gives written notice to
Wilmington Trust Company (the "Depositary") of the Purchaser's acceptance for
payment of such Shares. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the aggregate purchase price therefor with the Depositary,
which will act as agent for tendering shareholders for the purpose of receiving
payments from the Purchaser and transmitting such payments to validly tendering
shareholders whose Shares have been accepted for payment. Under no circumstances
will interest on the purchase price for Shares be paid by the Purchaser,
regardless of any extension of the Offer or delay in making such payment. In all
cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i) the
certificates evidencing such Shares (the "Share Certificates") or timely
confirmation of a book-entry transfer of Shares into the Depositary's account at
the Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant
to the procedures set forth in Section 2 of the Offer to Purchase, (ii) the
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with all required signature guarantees or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase), and (iii)
any other documents required by the Letter of Transmittal.
The Purchaser expressly reserves the right, at any time or from time to
time, to extend the period of time during which the Offer is open, if at the
expiration date of the Offer any of the conditions specified in Section 14 of
the Offer to Purchase have not been satisfied or such extension is required by
the Securities and Exchange Commission, by giving written notice of such
extension to the Depositary. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
rights of a tendering shareholder to withdraw his Shares. Any such extension
will be followed as promptly as practicable by public announcement thereof, such
announcement to be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date of the Offer.
Under the Merger Agreement and pursuant to Rule 14d-11 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Purchaser may,
subject to certain conditions, include a subsequent offering period following
the expiration of the Offer. A subsequent offering period is an additional
period of time from 3 to 20 business days in length, beginning after the
Purchaser purchases Shares tendered in the Offer, during which shareholders may
tender, but not withdraw, Shares not tendered in the Offer. Pursuant to Rule
14d-7 under the Exchange Act, no withdrawal rights will be available for Shares
tendered during a subsequent offering period and no withdrawal rights will be
available during the subsequent offering period with respect to Shares tendered
in the Offer and accepted for payment. During the subsequent offering period,
the Purchaser will promptly purchase and pay for any Shares tendered at the same
price paid in the Offer. See Section 1 of the Offer to Purchase.
Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to the Expiration Date (as
defined below) and, unless theretofore accepted
for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any
time after July 11, 2000. The term "Expiration Date" means 12:00 midnight, New
York City time, on June 8, 2000, unless and until the Purchaser, in its sole
discretion (but subject to the terms and conditions of the Merger Agreement),
shall have extended the period during which the Offer is open, in which event
the term Expiration Date shall mean the latest time and date at which the Offer,
as so extended by the Purchaser, shall expire. For a withdrawal to be effective,
a written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at its address set forth on the back cover of
the Offer to Purchase. Any such notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of such Shares, if different
from that of the person who tendered such Shares. If Share Certificates
evidencing Shares to be withdrawn have been delivered or otherwise identified to
the Depositary, then, prior to the physical release of such Share Certificates,
the serial numbers shown on such Share Certificates must be submitted to the
Depositary and the signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution (as defined in the Offer to Purchase), unless such
Shares have been tendered for the account of an Eligible Institution or by a
registered holder of Shares who has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal. If Shares have been tendered
pursuant to the procedure for book-entry transfer as set forth in Section 2 of
the Offer to Purchase, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility and otherwise comply
with the Book-Entry Transfer Facility's procedures. Any Shares properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. Withdrawn Shares may, however, be tendered by repeating one of the
procedures set forth in Section 2 of the Offer to Purchase prior to expiration
of the Offer. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Purchaser, in its
sole discretion, whose determination will be final and binding on all parties.
None of the Purchaser, Parent, the Depositary, the Information Agent, the Dealer
Manager or any other person will be under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give any notification.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference. Requests are being
made to the Company for the use of the Company's shareholder list and security
position listings for the purpose of disseminating the Offer to holders of
Shares and communicating with shareholders in connection with the Offer. The
Offer to Purchase and the related Letter of Transmittal and, if required, other
relevant materials will be mailed to record holders of Shares whose names appear
on the Company's shareholder list and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees appear on the shareholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares by the Purchaser following
receipt of such lists or listings from the Company, or by the Company if it so
elects.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Dealer Manager
or the Information Agent at their respective addresses and telephone numbers as
set forth below. The Purchaser will not pay any fees or commissions to any
broker or dealer or to any other person (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
Additional copies of the Offer to Purchase, the Letter of Transmittal and all
other tender offer materials may be obtained from the Information Agent or the
Dealer Manager, and will be furnished promptly at the Purchaser's expense.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
BANKERS AND BROKERS CALL COLLECT:
(212) 750-5833
ALL OTHERS CALL TOLL FREE:
(888) 750-5834
The Dealer Manager for the Offer is:
LEHMAN BROTHERS INC.
THREE WORLD FINANCIAL CENTER
200 VESEY STREET
NEW YORK, NEW YORK 10285
CALL COLLECT: (212) 526-9611 OR (212) 526-3046
May 11, 2000