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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
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NEW ENGLAND BUSINESS SERVICE, INC.
(Name of Subject Company)
NEW ENGLAND BUSINESS SERVICE, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Including associated Series A Participating
Preferred Stock purchase rights)
(Title of Class of Securities)
643872104
(CUSIP Number of Class of Securities)
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Richard T. Riley
President and Chief Executive Officer
New England Business Service, Inc.
500 Main St.
Groton, MA 01471
(978) 448-6111
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
With a copy to:
David T. Brewster
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-4800
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Amendment No. 5 to Schedule 14D-9
This Amendment No. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of New England Business Service, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") on May 25, 2004, as amended by Amendment No. 1 filed with the
Commission on June 3, 2004, Amendment No. 2 filed with the Commission on June 4,
2004, Amendment No. 3 filed with the Commission on June 9, 2004 and Amendment
No. 4 filed with the Commission on June 10, 2004 (the "Schedule 14D-9"),
relating to the offer by Hudson Acquisition Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Deluxe Corporation, a Minnesota corporation
("Parent"), to purchase all of the outstanding shares of common stock, par value
$1.00 per share (the "Common Shares"), of the Company, including the associated
rights ("Rights") to purchase shares of preferred stock of the Company issued
pursuant to the Amended and Restated Rights Agreement dated October 20, 1994 as
amended as of November 1, 2001 and May 17, 2004, between the Company and
EquiServe Trust Company, N.A., as rights agent (the Common Shares, together with
the Rights, the "Shares"), at a price of $44.00 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 25, 2004 and in the related Letter of
Transmittal dated May 25, 2004, copies of which were filed as Exhibits (a)(1)(A)
and (a)(1)(B) to the Schedule TO filed by Parent on May 25, 2004, as amended
(the "Schedule TO") (which, together with any amendments or supplements thereto,
constitute the "Offer"). All capitalized terms used herein and not defined
herein shall have the meanings set forth in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following:
(j) Frequently Asked Questions for Employees dated June 22, 2004.
On June 22, 2004, the Company posted in all of its facilities, and sent
by email to all of its employees with a company email account, a list of
frequently asked questions relating to the Offer and the Merger. A copy of the
list of frequently asked questions is filed as Exhibit (a)(14) hereto and is
incorporated herein by reference.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following exhibit:
Exhibit No.
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Exhibit(a)(14) Frequently Asked Questions for Employees dated June 22, 2004
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.
NEW ENGLAND BUSINESS SERVICE, INC.
By: /s/ Daniel M. Junius
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Name: Daniel M. Junius
Title: Executive Vice President, Chief Financial Officer
and Treasurer
Dated: June 22, 2004
INDEX TO EXHIBITS
Exhibit No.
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Exhibit(a)(1) Offer to Purchase dated May 25, 2004 (incorporated by reference
to Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule
TO, filed by Parent and Purchaser with respect to the Company
on May 25, 2004, as amended (the "Schedule TO"))
Exhibit(a)(2) Letter of Transmittal dated May 25, 2004 (incorporated by
reference to Exhibit (a)(1)(B) to the Schedule TO)
Exhibit(a)(3) Press Release issued by Parent dated May 17, 2004 (incorporated
by reference to Exhibit 99.1 to the Schedule TO-C filed by
Parent and Purchaser on May 17, 2004) and Transcript of
conference call by Parent on May 17, 2004 relating to the
proposed acquisition of the Company by Parent (incorporated by
reference to Exhibit 99.1 to the Schedule TO-C of Purchaser and
Parent filed on May 17, 2004)
Exhibit(a)(4) Press Release issued by the Company dated May 17, 2004
(incorporated by reference to Exhibit 99.1 to the Schedule
14D-9 filed by the Company on May 17, 2004)
Exhibit(a)(5) Amended and Restated Notice to Participants in the 401(k) Plan
For Employees of the Company dated May 25, 2004, as amended as
of June 10, 2004+
Exhibit(a)(6) Summary Advertisement published in The Wall Street Journal dated
May 25, 2004 (incorporated by reference to Exhibit (a)(5)(A) to
the Schedule TO)
Exhibit(a)(7) Letter to Stockholders of the Company dated May 25, 2004*
Exhibit(a)(8) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to Exhibit
(a)(1)(E) to the Schedule TO)
Exhibit(a)(9) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (incorporated by reference
to Exhibit(a)(1)(F) to the Schedule TO)
Exhibit(a)(10) Press Release issued by Parent on June 2, 2004 (incorporated by
reference to Exhibit (a)(5)(F) to the Schedule TO)
Exhibit(a)(11) List of Employee-Related Questions and Answers**
Exhibit(a)(12) Frequently Asked Questions for Option Holders dated June 9,
2004***
Exhibit(a)(13) Frequently Asked Questions for Employees dated
June 10, 2004+
Exhibit(a)(14) Frequently Asked Questions for Employees dated June 22,
2004++
Exhibit(e)(1) Opinion of Morgan Stanley & Co. Incorporated dated May 16, 2004
(included as Annex A to this Statement)
Exhibit(e)(2) Agreement and Plan of Merger dated as of May 17, 2004, among
Parent, Purchaser and the Company (incorporated by reference to
Exhibit (d)(1) to the Schedule TO)
Exhibit(e)(3) The Information Statement of the Company dated as of May 25,
2004 (included as Annex B to this Statement)
Exhibit(e)(4) Confidentiality Agreement between Parent and the Company dated
February 12, 2004 (incorporated by reference to Exhibit (d)(2)
to the Schedule TO)
Exhibit(e)(5) Amendment No. 1 dated as of November 1, 2001 and Amendment
No. 2 dated May 17, 2004 to the Amended and Restated Rights
Agreement dated as of October 20, 1994, between the Company and
EquiServe Trust Company, N.A., as Rights Agent*
Exhibit(e)(6) Letter Agreement dated May 9, 2003, between the Company and
George P. Allman (incorporated by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-K for the fiscal year
ended June 28, 2003)
Exhibit(e)(7) Form of Change in Control Severance Agreement between the
Company and certain executive officers of the Company
(incorporated by reference to Exhibit 10.15.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30,
2001)
Exhibit(e)(8) Form of First Amendment to Change in Control and Severance
Agreement dated May 5, 2003, between the Company and certain
executive officers of the Company (incorporated by reference to
Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 29, 2003)
Exhibit(e)(9) List of Executive Officers of the Company Who Have Entered Into
Change in Control Agreements (incorporated by reference to
Exhibit 10.13.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended June 28, 2003)
Exhibit(e)(10) Change in Control Severance Agreement dated January 23, 2004,
between the Company and Richard T. Riley (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 27, 2004)
Exhibit(g) None
Annex A Opinion of Morgan Stanley & Co. Incorporated dated May 16, 2004
Annex B The Information Statement of the Company dated as of May 25, 2004
* Previously filed on May 25, 2004 as an exhibit to the Schedule 14D-9
** Previously filed on June 3, 2004 as an exhibit to Amendment No. 1 to the
Schedule 14D-9
*** Previously filed on June 9, 2004 as an exhibit to Amendment No. 3 to the
Schedule 14D-9
+ Previously filed on June 10, 2004 as an exhibit to Amendment No. 4 to the
Schedule 14D-9
++ Filed herewith