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EXHIBIT 6
000 Xxxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
May 11, 2000
To Our Shareholders:
We are pleased to inform you that on May 2, 2000, Xxxxxxxxxx Graphics
International, Inc. (the "COMPANY") entered into an Agreement and Plan of Merger
(the "MERGER AGREEMENT") with Automatic Data Processing, Inc., a Delaware
corporation ("PARENT"), and FIS Acquisition Corp., a New Jersey corporation
("PURCHASER"), a wholly owned subsidiary of Parent, pursuant to which Purchaser
has commenced a tender offer (the "OFFER") to purchase all of the outstanding
shares of the Company's common stock, without par value (the "SHARES"), for a
cash price of $22.00 per Share. The Offer is conditioned upon, among other
things, there being validly tendered and not properly withdrawn prior to the
expiration of the Offer that number of Shares which, together with any Shares
then beneficially owned by Purchaser or Parent, represents at least a majority
of the number of Shares outstanding on a fully diluted basis (assuming the
exercise of all outstanding options) on the date of purchase. The Merger
Agreement provides that as soon as practicable following the satisfaction or
waiver of the conditions set forth in the Merger Agreement, Purchaser will be
merged (the "MERGER") with and into the Company, with the Company continuing as
the surviving corporation, and those Shares that are not acquired in the Offer
will be converted into the right to receive $22.00 per Share in cash.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, DETERMINED THAT THE OFFER AND THE MERGER
ARE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS OF SHARES
AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER. In arriving at its recommendation, the Board of
Directors considered the factors described in the accompanying Schedule 14D-9
(as amended, the "SCHEDULE 14D-9"). Included as Annex A to the Schedule 14D-9 is
a written opinion, dated May 2, 2000, to the Company's Board of Directors of
Prudential Securities Incorporated ("PRUDENTIAL SECURITIES"), the Company's
financial advisor, to the effect that, as of that date and based on and subject
to the matters described in such opinion, the $22.00 per Share cash
consideration to be received in the Offer and the Merger by the holders of
Shares was fair, from a financial point of view, to such holders. You are urged
to read this opinion carefully in its entirety for a description of the
assumptions made, procedures followed, matters considered and limitations on the
review undertaken by Prudential Securities in rendering its opinion.
The accompanying Offer to Purchase sets forth all of the terms of the Offer.
Additionally, the enclosed Schedule 14D-9 sets forth additional information
regarding the Offer and the Merger relevant to making an informed decision. We
urge you to read these materials carefully and in their entirety.
Very truly yours,
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Xxxxxxx X. Xxxxxxxxxx
PRESIDENT AND CHIEF EXECUTIVE OFFICER
