SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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)
1
CALCULATION OF FILING FEE
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Transaction valuation* $135,625,578 Amount of Filing Fee** $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 per share, and
(iii) 407,193 options to acquire shares with an aggregate value of
$3,257,544.
** 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.
[X] 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: $27,125
Form or Registration No.: Schedule TO
Filing Party: Automatic Data Processing, Inc.
Date Filed: May 11, 2000
[ ] 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 Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on May 11, 2000 (the "Schedule TO") by Automatic Data Processing,
Inc., a Delaware corporation ("Parent"), and FIS Acquisition Corp., a New Jersey
corporation and a wholly owned subsidiary of ADP (the "Purchaser"). The Schedule
TO relates to the offer by the Purchaser to purchase all the outstanding shares
of common stock, no par value (the "Shares"), of Cunningham Graphics
International, Inc., a New Jersey corporation (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 the
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment
No. 1 is being filed on behalf of the Purchaser and Parent. Any capitalized term
used and not otherwise defined herein shall have the meaning ascribed to such
term in the Offer to Purchase and the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following information:
On May 12, 2000, Parent and the Company were informed that, on May 5,
2000, two purported shareholder class action complaints were filed in the
Chancery Division of the Superior Court of New Jersey for Hudson County, one by
Kenneth Sherman (Docket No. C-67-00) (the "Sherman Action") and the other by Nat
Orme (Docket No. C-69-00) (the "Orme Action" and, together with the Sherman
Action, the "Actions"), both of whom claim to be shareholders of the Company and
purport to bring their Actions on behalf of all shareholders of the Company
other than the Individual Defendants (as defined below) and related parties. The
complaints in the Actions, which are identical in all material substantive
respects, name as defendants the Company and the directors of the Company (the
"Individual Defendants") and allege, among other things, that the Individual
Defendants have breached their fiduciary obligations by (i) having thus far
failed to announce any active auction or open bidding procedures for the sale of
the Company and (ii) agreeing to an Offer Price and Merger Consideration that do
not represent the true value of the Company and its future prospects. The
complaints request that the Superior Court, among other things, declare that
each of the Actions is a proper class action, declare that entering into the
Merger Agreement constitutes a breach of the Individual Defendants' fiduciary
duties, enjoin the ongoing performance of the Merger Agreement and the
consummation of the Merger (unless and until the Company adopts and implements a
procedure or process, such as an auction, that allegedly would obtain the
highest possible price for the Company), rescind, to the extent already
implemented, the Merger Agreement or any of the terms thereof, and award
appropriate damages and costs and disbursements of the Actions, including
reasonable attorneys' and experts' fees.
ITEM 12. EXHIBITS.
(a)(5)(A) Complaint of Kenneth Sherman against Michael R. Cunningham,
Gordon Mays, Laurence Gerber, James J. Cunningham, Arnold
Spinner, Stanley Moss and Cunningham Graphics International,
Inc., filed in the Chancery Division of the Superior Court of
New Jersey for Hudson County on May 5, 2000
(a)(5)(B) Complaint of Nat Orme against Michael R. Cunningham, Gordon
Mays, Laurence Gerber, James J. Cunningham, Arnold Spinner,
Stanley Moss and Cunningham Graphics International, Inc.,
filed in the Chancery Division of the Superior Court of New
Jersey for Hudson County on May 5, 2000
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CUSIP No. 231157108 Page 3 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 18, 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 4 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 Automatic Data
Processing, Inc. on May 3, 2000
*(a)(1)(H) Summary Advertisement, published May 11, 2000
(a)(5)(A) Complaint of Kenneth Sherman against Michael R.
Cunningham, Gordon Mays, Laurence Gerber, James J.
Cunningham, Arnold Spinner, Stanley Moss and
Cunningham Graphics International, Inc., filed in the
Chancery Division of the Superior Court of New Jersey
for Hudson County on May 5, 2000
(a)(5)(B) Complaint of Nat Orme against Michael R. Cunningham,
Gordon Mays, Laurence Gerber, James J. Cunningham,
Arnold Spinner, Stanley Moss and Cunningham Graphics
International, Inc., filed in the Chancery Division
of the Superior Court of New Jersey for Hudson County
on May 5, 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.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Gerald (L.J.) Baillargeon
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* Previously filed
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CUSIP No. 231157108 Page 5 of 5 Pages
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*(d)(5) Employment Agreement, dated as of May 2, 2000,
between ADP Financial Information Services, Inc.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Michael R. Cunningham
*(d)(6) Employment Agreement, dated as of May 2, 2000,
between ADP Financial Information Services, Inc.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Ned Hood
*(d)(7) Employment Agreement, dated as of May 2, 2000,
between ADP Financial Information Services, Inc.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Ioannis Lykogiannis
*(d)(8) Employment Agreement, dated as of May 2, 2000,
between ADP Financial Information Services, Inc.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Gordon Mays
*(d)(9) Employment Agreement, dated as of May 2, 2000,
between ADP Financial Information Services, Inc.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Timothy Mays
*(d)(10) Employment Agreement, dated as of May 2, 2000,
between ADP Financial Information Services, Inc.,
Cunningham Graphics International, Inc., Cunningham
Graphics Inc. and Robert Needle
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* Previously filed