SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3 (FINAL AMENDMENT)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
AUTOMATIC DATA PROCESSING, INC.
and
FIS ACQUISITION CORP.
(Names of Filing Persons (Offerors))
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Common Stock, No Par Value
(Title of Class of Securities)
231157108
(CUSIP Number of Class of Securities)
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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
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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 $22.00 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.
[X] 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: [X]
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CUSIP No. 231157108 Page 2 of 7 Pages
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This Amendment No. 3 (Final Amendment) ("Final Amendment") 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"), as amended by Amendment No. 1 to the Schedule TO filed with
the Commission on May 18, 2000 by Parent and the Purchaser ("Amendment No. 1")
and Amendment No. 2 to the Schedule TO filed with the Commission on June 1, 2000
("Amendment No. 2"). The Schedule TO, Amendment No. 1 and Amendment No. 2 relate
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 Final Amendment is being filed on
behalf of 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, the Schedule TO, Amendment No. 1 and Amendment No. 2.
This Final Amendment also constitutes Amendment No. 1 to the Schedule
13D filed with the Commission on May 2, 2000 by Parent with respect to the
Shares (the "Schedule 13D") and amends and supplements the Schedule 13D.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented
to include the following information:
The Offer expired at 12:00 midnight, New York City time, on Thursday,
June 8, 2000. Pursuant to the Offer, based upon a report from the Depositary for
the Offer, the Purchaser accepted for payment 5,491,650 Shares. This number
represents approximately 95.3% of the outstanding Shares. On June 9, 2000,
Parent issued a press release announcing the closing of the tender offer and
that it expects to complete the Merger of the Purchaser into the Company
shortly.
The full text of Parent's June 9, 2000 press release is attached as
Exhibit (a)(1)(I) hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(I) Text of press release issued by Automatic Data Processing,
Inc. on June 9, 2000
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CUSIP No. 231157108 Page 3 of 7 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: June 9, 2000
AUTOMATIC DATA PROCESSING, INC.
By: /s/ James B. Benson
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Name: James B. Benson
Title: Corporate Vice President
FIS ACQUISITION CORP.
By: /s/ James B. Benson
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Name: James B. Benson
Title: President
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CUSIP No. 231157108 Page 4 of 7 Pages
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INDEX TO EXHIBITS
Exhibit Number Description
*(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)(1)(I) Text of press release issued by Automatic Data Processing,
Inc. on June 9, 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
*(a)(5)(C) Form of Memorandum of Understanding signed by Kenneth
Sherman, Nat Orme, Michael R. Cunningham, Gordon Mays,
Laurence Gerber, James J. Cunningham, Arnold Spinner,
Stanley Moss, Cunningham Graphics International, Inc.,
Automatic Data Processing, Inc. and FIS Acquisition Corp.
*(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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* Previously filed
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CUSIP No. 231157108 Page 5 of 7 Pages
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*(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
*(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
*(d)(11) First Amendment, dated as of June 1, 2000, to the
Agreement and Plan of Merger, dated as of May 2, 2000, by
and among Automatic Data Processing, Inc., FIS Acquisition
Corp. and Cunningham Graphics International, Inc.
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* Previously filed