www.sec.gov/Archives/edgar/data/1006030/0000950135-03-0 -
[Cached Version]
Published on: 6/20/2003
Last Visited: 6/24/2003
On March 4, 2003, Mr. Lacovara met with Fred Drasner, the Chairman of the Board and Chief Executive Officer of APPLIED GRAPHICS TECHNOLOGIES INC, and on March 11, 2003, with Mr. Drasner, Joseph D. Vecchiolla, the President and Chief Operating Officer of APPLIED GRAPHICS TECHNOLOGIES INC and Martin D. Krall, the Executive Vice President, Chief Legal Officer, and Secretary of APPLIED GRAPHICS TECHNOLOGIES INC, to discuss APPLIED GRAPHICS TECHNOLOGIES INC's business, capital structure,
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Drasner, Krall and Vecchiolla of APPLIED GRAPHICS TECHNOLOGIES INC.
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Drasner, Krall, Vecchiolla and Lacovara concerning the structure and allocation of invested funds across holders of various Company securities in a potential recapitalization transaction.
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Krall and Drasner updated the Board of Directors on the course of negotiations regarding the transaction.
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E. The likelihood that the Merger would be consummated, in light of (1) the Tender Agreements pursuant to which Applied Printing Technologies, L.P., Fred Drasner, Martin Krall, Joseph Vecchiolla, David Parker, Marne Obernauer, Jr. and the Senior Lenders, who beneficially own approximately 33.9% of the outstanding fully diluted shares of Common Stock (including in-the-money options), agreed, among other things, to tender all of their Common Stock in the Offer and vote all of their Common Stock in favor of the Merger, and (2) the experience, reputation and financial capabilities of Kohlberg and its affiliates; and
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Fred Drasner, Martin Krall and Joseph Vecchiolla, the Chairman of the Board and Chief Executive Officer, Executive Vice President, Chief Legal Officer and Secretary, and President and Chief Operating Officer, respectively, of APPLIED GRAPHICS TECHNOLOGIES INC and each a director of the Company and David Parker and Marne Obernauer, Jr., directors of APPLIED GRAPHICS TECHNOLOGIES INC, Applied Printing Technologies, L.P., an affiliate of APPLIED GRAPHICS TECHNOLOGIES INC, and the Senior Lenders each entered into a Tender Agreement with Purchaser and Parent on June 12, 2003, pursuant to which each such person committed, among other things, to tender in the Offer all Common Stock held or subsequently acquired by such person.
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EXHIBIT NO. DESCRIPTION - ----------- ----------- (e)(7) Form of Tender Agreement, dated June 12, 2003, among Parent, Purchaser and each of the Senior Lenders (incorporated by reference to Exhibit (d)(8) to the Schedule TO of Purchaser, filed on June 12, 2003). (e)(8) Form of Tender Agreement, dated June 12, 2003, among Parent, Purchaser and each of Fred Drasner, Martin Krall, Joseph Vecchiolla, David Parker and Marne Obernauer, Jr. (incorporated by reference to Exhibit (d)(9) to the Schedule TO of Purchaser, filed on June 12, 2003). (e)(9) Confidentiality Agreement, dated March 20, 2003, between Kohlberg and APPLIED GRAPHICS TECHNOLOGIES INC (incorporated by reference to Exhibit (d)(6) to the Schedule TO of Purchaser filed on June 20, 2003). (e)(10) Information Statement of APPLIED GRAPHICS TECHNOLOGIES INC, dated June 20, 2003 (included as Annex A hereto).* (g) None.
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By: /s/ FRED DRASNER
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Name: Fred Drasner
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Fred Drasner(1)(4)
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- --------------- * Represents holdings of less than 1%. (1) Applied Printing Technologies, L.P. ("Applied Printing") is a limited partnership in which Mr. Drasner, APPLIED GRAPHICS TECHNOLOGIES INC's Chairman and Chief Executive Officer, is a minority limited partner and Mr. Zuckerman, a director, beneficially owns the remaining limited partnership interests.
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Pursuant to a 2001 agreement between Mr. Drasner and Mr. Zuckerman regarding Mr. Drasner's interest in Applied Printing, Mr. Drasner no longer has any economic interest in the Common Stock held by Applied Printing.
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Pursuant to a 2001 agreement between Mr. Drasner and Mr. Zuckerman regarding Mr. Drasner's interest in Applied Printing, Mr. Drasner no longer has any economic interest in the Common Stock held by Applied Printing.
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Mr. Drasner therefore disclaims beneficial ownership of shares held by Applied Printing.
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Fred Drasner
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Fred Drasner has been Chairman of APPLIED GRAPHICS TECHNOLOGIES INC since April 1996, Chairman of the Board of APPLIED GRAPHICS TECHNOLOGIES INC since June 2001 and Chief Executive Officer of the Company since May 2002.Mr. Drasner also served as Chief Executive Officer of APPLIED GRAPHICS TECHNOLOGIES INC from 1996 until April 2000.Mr. Drasner has been co-owner of Pro-Football, Inc., d/b/a The Washington Redskins, since July 1999.He has been the Chief Executive Officer of Daily News, L.P. ("Daily News") and Co-Publisher of the New York Daily News since 1993, Co-Chairman of U.S. News & World Report, L.P. ("U.S. News") since 1998, Chief Executive Officer of U.S. News from 1985 to 1998, and President of U.S. News from 1985 to 1997, and Chairman and Chief Executive Officer of Applied Printing Technologies, L.P. ("Applied Printing") since 1988.Mr. Drasner served as Co-Chairman from 1998 to 1999 and Vice Chairman and Chief Executive Officer from 1986 to 1998 of The Atlantic Monthly Company, and as Co-Chairman of Fast Company Media Group, L.L.C. ("Fast Company") from January 1999 until October 2000.Mr. Drasner also serves as a director of Ventiv Health, Inc.
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Fred Drasner Chairman of the Board and Chief Executive Officer
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Drasner, Vecchiolla and Krall, see "Current Directors and Executive Officers of APPLIED GRAPHICS TECHNOLOGIES INC -- Directors" above.