-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TfHzALcmDTGmsnPEajoGtwoCRPZym4hwtDrF3ZqxGzGA+U7lf3FEhShm226mCoSg UCwQbI8XLQG7jk1iEtM4Mg== 0000889752-04-000003.txt : 20040609 0000889752-04-000003.hdr.sgml : 20040609 20040609162116 ACCESSION NUMBER: 0000889752-04-000003 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND BUSINESS SERVICE INC CENTRAL INDEX KEY: 0000205700 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 042942374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13268 FILM NUMBER: 04856200 BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 9784486111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND BUSINESS SERVICE INC CENTRAL INDEX KEY: 0000205700 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 042942374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 500 MAIN ST CITY: GROTON STATE: MA ZIP: 01471 BUSINESS PHONE: 9784486111 SC 14D9/A 1 was5157.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 ----------- 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) ----------- 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. Amendment No. 3 to Schedule 14D-9 This Amendment No. 3 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 and Amendment No. 2 filed with the Commission on June 4, 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 to the end of such section: (h) Questions and Answers for Stock Option Holders dated June 9, 2004. On June 9, 2004, the Company distributed to the holders of stock options a list of stock option-related questions and answers relating to the Offer and the Merger. A copy of the list of questions and answers is filed as Exhibit (a)(12) 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. - ----------- Exhibit (a)(12) Questions and Answers for Stock Option Holders dated June 9, 2004 2 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 ------------------------------- Name: Daniel M. Junius Title: Executive Vice President, Chief Financial Officer and Treasurer Dated: June 9, 2004 3 INDEX TO EXHIBITS Exhibit No. - ----------- 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) Notice to Participants in the 401(k) Plan For Employees of the Company dated May 25, 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) Questions and Answers For Stock Option Holders dated June 9, 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) 4 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 *** Filed herewith 5 EX-99 2 was5157-ex99.txt [NEBS LOGO] To: New England Business Service, Inc. Optionees From: NEBS Treasury Department Date: June 9, 2004 Re: Your Stock Options and the Deluxe Transaction - -------------------------------------------------------------------------------- In an effort to answer your questions surrounding the Deluxe transaction and its effect on your stock options, we provide the following information: o What will happen to my options in connection with the Deluxe transaction? The Deluxe transaction has two steps, consisting of a tender offer, followed by a merger. Upon completion of the tender offer, your unvested options immediately become 100% vested. Upon completion of the merger, all of your outstanding options will be cashed out; i.e., cancelled in exchange for the right to receive a cash payment equal to the product of (1) the excess of $44.00 over the per share exercise price of the option and (2) the number of shares subject to the option (less applicable withholdings). o Can I exercise my vested options now? Yes. You can exercise all vested options between now and the time the merger closes. However, depending upon your method of exercise, you may incur normal broker fees in connection with the exercise. Broker fees will not be incurred upon the automatic cash-out of your options following the completion of the merger. You should also keep in mind that sales of shares prior to the completion of the merger will be at the market price at the time, which may be less than $44.00/share. For ISO optionees who exercise now, amounts realized upon the exercise are subject to federal and state income taxes, but are not subject to employer withholding. However, as historically handled for your convenience, we will automatically withhold 25% federal and the applicable state income tax at the time of exercise, unless you instruct us otherwise. You should consult with your tax advisor concerning your income tax obligations with respect to those amounts. For NQSO optionees who exercise now, amounts realized upon the exercise are subject to federal and applicable state income tax withholding, as well as Social Security (the applicable limit) and Medicare withholding. We are required to withhold these taxes upon exercise. For optionees located in Canada, United Kingdom and France, taxes will not be withheld in connection with an exercise of your options. Your payroll departments will report the proceeds from the exercise to the applicable taxing authorities and you will be responsible for meeting the associated tax obligations, if any. Please contact your local payroll department for further details. o Will the trading window close on June 4th as scheduled? No. The trading window will remain open, even to those on the insider trading list, between now and the close of the transaction. However, the pre-clearance requirement described in the NEBS Insider Trading Policy continues to apply to designated insiders. o When will I receive my cash payout? We expect that you will receive your cash payout within 10 business days of the close of the merger. o Will taxes be withheld from my cash payout? Yes. We are required to withhold federal income tax (25%), applicable state tax, and Medicare (1.45%) against the full value of your net proceeds. We are also required to withhold Social Security (6.2%) taxes on amounts up to $87,900 of your combined option proceeds and annual income. Social Security taxes will not be withheld on payments in excess of this amount. For optionees located in Canada, United Kingdom and France, taxes will not be withheld from your cash payout. Your payroll departments will report the proceeds from the exercise to the applicable taxing authorities and you will be responsible for meeting the associated tax obligations, if any. Please contact your local payroll department for further details. o Do I need to fill out any forms? If you wish to exercise vested stock options now, the normal exercise forms are required. If you decide to wait and receive the cash payout following the completion of the merger, you do not have to complete any forms. Can I get a statement showing the total options granted to me and how many are currently vested? Yes. Please call or email Janet Lenoch x3552 or Robin Harris x3414. -----END PRIVACY-ENHANCED MESSAGE-----