-----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, ADeLZNThTJQ4F5mJJ62GvYB9eWR5r5izo8+49h9FL6nJyBpyOVhBziZCoiFfLxd2 aC3d8S/m5ft4t8BQUP/HWA== 0000950172-04-001393.txt : 20040603 0000950172-04-001393.hdr.sgml : 20040603 20040603170000 ACCESSION NUMBER: 0000950172-04-001393 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040603 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: 04847723 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 was5154.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. 1 ----------- 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. 1 to Schedule 14D-9 This Amendment No. 1 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 on May 25, 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(f) of the Schedule 14D-9 is hereby amended and supplemented as follows: On June 2, 2004, Parent issued a press release announcing that it has withdrawn its Hart-Scott-Rodino notification with respect to the Offer and the Merger and will re-file on Friday, June 4, 2004. Unless the FTC requests additional information from Parent, the waiting period under the HSR Act will expire at 11:59 P.M., New York City time, on Monday, June 21, 2004. The full text of the press release issued by Parent is attached as Exhibit (a)(5)(F) to the Schedule TO, as amended, and is incorporated herein by reference. Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following: (g) Employee-Related Questions and Answers. On June 3, 2004, the Company distributed to its employees a list of employee-related questions and answers relating to the Offer. A copy of the list of employee-related questions and answers is filed as Exhibit (a)(11) 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 exhibits: 2 Exhibit No. - ----------- 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 3 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 3, 2004 4 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 (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) 5 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 ** Filed herewith 6 EX-99 2 was5154-ex99.txt INTEGRATION UPDATE [NEBS LOGO] [DELUXE LOGO] Issue #4 Special Issue on the Tender Offer June 3, 2004 Over the weekend, NEBS employees who hold shares of NEBS stock either in the NEBS 401(k) Plan or as individual shareholders received an investor package describing Deluxe's offer to purchase NEBS stock. This Integration Update focuses on the most frequently asked questions about this investor package. What is a tender offer? A tender offer is an offer made to a company's shareholders to buy their shares at a certain price. In our case, Deluxe is offering to buy NEBS shares at $44.00/share. What does it mean to tender my shares? If you tender your shares, that means that you are giving Deluxe the opportunity to purchase your shares for $44.00/share, subject to the satisfaction of all the conditions of the tender offer. What happens to my shares of NEBS stock if I decide to tender them? Assuming that regulatory approval is received and all other conditions of the offer are satisfied, including the condition that at least 67% of the shares are tendered, Deluxe will purchase the tendered shares, and tendering shareholders will be paid $44.00/share. o If you tendered shares that were in your 401(k) Plan account, the cash proceeds will automatically remain in that account and will be invested in the Fixed Interest Fund. o If you tendered shares that were not part of the 401(k) Plan, the cash will be sent either directly to you (if you held the shares in your own name), or to the brokerage account where your NEBS stock was held. What happens to my shares of NEBS stock if I decide not to tender them? Assuming that Deluxe completes the tender offer (see above), your NEBS stock will still convert to $44.00/share after the tender offer is complete. Can I tender only some of my shares in the 401(k) account? No. Your decision whether or not to tender your shares will apply to all of --- the shares you own in the 401(k) Plan. Assuming the transaction is completed, will I receive a check for the value of the NEBS stock that is in my 401(k) Plan? No. When NEBS stock that is held in the NEBS 401(k) Plan is converted to cash, these proceeds automatically move into the Fixed Interest Fund within the NEBS 401(k) Plan. You can leave the money in that fund or transfer it to another investment fund within the 401(k) Plan at any time. [NEBS LOGO] [DELUXE LOGO] - -------------------------------------------------------------------------------- How do I know how many shares I have in my 401(k) Plan? The NEBS shares that you own in the 401(k) Plan are in the NEBS Stock Fund. You may find out information on your account and your NEBS Stock Fund balance by logging onto www.massmutual.com/retire or by calling MassMutual ------------------------- at 1-800-743-5274. You will be able to access the amount of your NEBS Stock Fund balance and the number of units (not shares) in your account. Your recent 401(k) statement provides you with the number of equivalent NEBS shares you had in the NEBS Stock Fund as of March 31, 2004. To calculate an estimated number of equivalent shares in your account prior --------- to your next statement, divide your total NEBS Stock Fund account balance by the prior day's closing NEBS stock price. This calculation is an estimate because it does not take into account the small amount of cash in -------- the NEBS Stock Fund. Do I need to do anything with the dark yellow Letter of Transmittal in the package? No. The dark yellow Letter of Transmittal that was only sent to 401(k) Plan participants is for information only and is not to be used to tender shares of NEBS stock held in the 401(k) Plan. I did not receive an envelope to return my Instruction Form? What should I do? 401(k) Plan participants should return their white Instruction Forms to: MassMutual Financial Group ATTN: NEBS Tender Offer N-405 1295 State Street Springfield, MA 01111 I received an envelope, but it isn't prepaid as the Instruction Form said that it would be. The Information Agent for the Offer who is handling the transaction did not plan to include prepaid envelopes. Unfortunately, the reference to a prepaid envelope in the Instruction Form was printed incorrectly. You must add a stamp to the envelope to ensure proper delivery. This is considered personal mail and the Company cannot pay the postage. Who can I talk to if I have questions about the material that I received on the transaction? All shareholders can direct questions and requests for assistance to the Information Agent, Georgeson Shareholder, at 1-800-733-6209. - -------------------------------------------------------------------------------- questions@nebs.com o 978-449-3849 -----END PRIVACY-ENHANCED MESSAGE-----