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- Alternative Formats (Word, et al.)
- Acquisition Proposals
- Action By Written Consent Of Stockholders
- Additional Efforts
- Additional Provisions Relating To Board Action
- Agreement and Plan of Merger
- Agreements Of Certain Quebecor Printing Shareholders
- Amendments
- Amendments To Charter And By-Laws
- Annex A
- Annex B
- Annex C
- Appraisal Rights
- Article Iii Representations and Warranties of Parent and Purchaser
- Article Ii the Merger
- Article I the Offer
- Article Iv Representations and Warranties of the Company
- Article Ix General Provisions
- Article V Conduct of Business Pending the Merger
- Article Vi Additional Agreements
- Article Vii Conditions
- Article Viii Termination, Amendment and Waiver
- Background Of The Merger
- Board of Directors
- Business Combinations With Interested Stockholders
- Cautionary Statement Regarding Forward-Looking Statements
- Companies, The
- Comparative Per Share Data
- Conditions Precedent To Merger
- Control by Quebecor Inc. and Caisse
- Covenants Relating To The Conduct Of Business
- Description of Share Capital
- Director Liability
- Director Qualifications
- Dissenters' Rights
- Dividends
- Effective Time Of The Merger
- Employee Compensation And Benefits
- Employment Agreements
- Equity Shares
- Equivalent Per Share Data
- Expenses
- Experts
- Fiduciary Duties Of Directors
- Future Stockholder Proposals
- General
- How to Revoke a Proxy
- Indemnification Of Officers, Directors And Others
- Interests Of World Color Officers And Directors In The Merger
- Legal Matters
- Market Prices And Dividends
- Material Canadian Federal Income Tax Consequences
- Material Differences Between Rights of Stockholders of World Color and Rights of Stockholders of Quebecor Printing
- Material U.S. Federal Income Tax Consequences
- Matters To Be Considered At The Special Meeting
- Meetings
- Merger Agreement, The
- Merger, The
- No Purchase Of Shares And Voting Agreements
- Notes to Unaudited Pro Forma Combined Financial Statements
- Opinion Of World Color's Financial Advisor
- Oppression Remedy
- Ownership Of Quebecor Printing After The Merger
- Periods Covered
- Place, Date And Time
- Preferred Shares
- Procedures For Exchange Of Certificates
- Proxy Statement And Registration Statement; Canadian Exemption
- Purchase Accounting Treatment
- Quebecor Printing
- Quebecor Printing Guarantee
- Quebecor Printing Selected Historical Financial Information
- Questions & Answers About the Merger
- Quorum Of Stockholders
- Reasons For The Merger
- Recommendation Of The World Color Board Of Directors; Reasons For The Merger
- Record Date
- Registration Rights Agreement
- Regulatory Approvals
- Removal Of Directors; Vacancies
- Representations And Warranties
- Rights Of Inspection
- Risk Factors
- Security Ownership of Certain Beneficial Owners and Management
- Selected Unaudited Pro Forma Combined Financial Information
- Series 2 Cumulative Redeemable First Preferred Shares
- Size And Classification Of The Board Of Directors
- Solicitation Of Proxies
- Stockholder Suits
- Stock Option Agreement
- Stock Options
- Summary
- Table of Contents
- Tender Offer, The
- Tender, Voting And Option Agreement
- Termination
- Termination Fees
- Termination Of The Merger Agreement
- The Companies
- The Merger
- The Merger Agreement
- The Tender Offer
- The World Color Special Meeting
- Unaudited Pro Forma Combined Financial Statements
- Vote Required
- Vote Required For Extraordinary Corporate Transactions
- Voting at the Special Meeting
- What You Will Receive In The Merger
- Where You Can Find More Information
- World Color
- World Color Selected Historical Financial Information
- World Color Special Meeting, The
- 1.1. the Offer
- 1.3. Directors
- 2.12. Fractional Shares
- 2.13. No Further Ownership Rights in Common
- 3.10. Taxes and Tax Returns
- 3.12. Compliance With Laws
- 3.13. Environmental Matters
- 3.14. Intellectual Property
- 3.15. Year 2000
- 3.16. No Stockholder Vote Required
- 3.17. Parent Consents
- 3.18. Subscription Rights
- 3.1. Organization and Qualification
- 3.2. Authority Relative to This Agreement
- 3.3. Financing Arrangements
- 3.4. Ownership of Shares
- 3.5. Subsidiaries
- 3.6. Capitalization
- 3.7. Commission Filings
- 3.8. Litigation
- 3.9. Employees and Labor
- 4.10. Stockholder Vote Required
- 4.11. Compliance With Laws
- 4.12. Properties
- 4.13. Environmental Matters
- 4.14. Intellectual Property
- 4.15. Insurance
- 4.16. Year 2000
- 4.1. Organization and Qualification
- 4.2. Subsidiaries
- 4.3. Capitalization
- 4.4. Authority Relative to This Agreement
- 4.5. Commission Filings
- 4.6. Litigation
- 4.7. Employees and Labor
- 4.8. Taxes and Tax Returns
- 5.1. Conduct of Business by the Company Pending the Merger
- 5.2. Certain Actions by Parent Pending the Merger
- 6.10. Stockholder Claims
- 6.11. Treatment of Employee Compensation and Benefits
- 6.12. Indemnification Rights
- 6.13. Parent Guarantee
- 6.14. Affiliates
- 6.1. Action of Company Stockholders
- 6.2. Company Proxy Statement
- 6.3. Preparation of the Form F-4 and the Parent Proxy Statement; Parent Stockholders Meeting
- 6.4. Expenses
- 6.5. Additional Agreements
- 6.6. Limitation on Negotiations
- 6.7. Notification of Certain Matters
- 6.8. Listing
- 6.9. Access to Information
- 7.1. Conditions to Obligations of Each Party to Effect the Merger
- 7.2. Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger
- 7.3. Additional Conditions to Obligation of the Company to Effect the Merger
- 8.1. Termination
- 8.2. Amendment
- 8.3. Fees Upon Termination
- 8.4. Effect of Termination
- 8.5. Waiver
- 9.10. Third Party Beneficiaries
- 9.1. Brokers
- 9.2. Public Statements
- 9.3. Notices
- 9.4. Interpretation
- 9.5. Representations and Warranties
- 9.6. Severability
- 9.7. Miscellaneous
- 9.8. Counterparts
- 9.9. Survival
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1 | 1st Page - Filing Submission
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4 | Table of Contents
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7 | Questions & Answers About the Merger
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9 | Summary
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" | The Companies
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" | Ownership Of Quebecor Printing After The Merger
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10 | Termination Of The Merger Agreement
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12 | Quebecor Printing Selected Historical Financial Information
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13 | World Color Selected Historical Financial Information
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15 | Selected Unaudited Pro Forma Combined Financial Information
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" | Purchase Accounting Treatment
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" | Periods Covered
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18 | Comparative Per Share Data
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" | Quebecor Printing
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" | Market Prices And Dividends
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19 | Equivalent Per Share Data
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20 | Risk Factors
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21 | Cautionary Statement Regarding Forward-Looking Statements
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22 | The World Color Special Meeting
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" | General
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" | Place, Date And Time
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" | Matters To Be Considered At The Special Meeting
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" | Record Date
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" | Vote Required
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23 | Voting at the Special Meeting
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" | How to Revoke a Proxy
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24 | Solicitation Of Proxies
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" | The Merger
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" | What You Will Receive In The Merger
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25 | Background Of The Merger
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28 | Reasons For The Merger
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30 | Recommendation Of The World Color Board Of Directors; Reasons For The Merger
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32 | Opinion Of World Color's Financial Advisor
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37 | Interests Of World Color Officers And Directors In The Merger
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38 | Employment Agreements
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41 | Board of Directors
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42 | Material U.S. Federal Income Tax Consequences
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45 | Material Canadian Federal Income Tax Consequences
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46 | Regulatory Approvals
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48 | Appraisal Rights
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52 | The Merger Agreement
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" | The Tender Offer
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" | Effective Time Of The Merger
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" | Stock Options
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53 | Procedures For Exchange Of Certificates
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54 | Representations And Warranties
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55 | Covenants Relating To The Conduct Of Business
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" | World Color
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56 | Meetings
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" | No Purchase Of Shares And Voting Agreements
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57 | Proxy Statement And Registration Statement; Canadian Exemption
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" | Additional Efforts
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58 | Acquisition Proposals
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" | Employee Compensation And Benefits
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" | Quebecor Printing Guarantee
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59 | Conditions Precedent To Merger
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" | Termination
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" | Termination Fees
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60 | Expenses
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" | Amendments
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" | Tender, Voting And Option Agreement
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" | Stock Option Agreement
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61 | Registration Rights Agreement
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" | Agreements Of Certain Quebecor Printing Shareholders
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62 | Unaudited Pro Forma Combined Financial Statements
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66 | Notes to Unaudited Pro Forma Combined Financial Statements
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69 | Description of Share Capital
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" | Equity Shares
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" | Dividends
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74 | Control by Quebecor Inc. and Caisse
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75 | Preferred Shares
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" | Series 2 Cumulative Redeemable First Preferred Shares
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" | Material Differences Between Rights of Stockholders of World Color and Rights of Stockholders of Quebecor Printing
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76 | Size And Classification Of The Board Of Directors
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" | Director Qualifications
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" | Removal Of Directors; Vacancies
|
77 | Action By Written Consent Of Stockholders
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" | Vote Required For Extraordinary Corporate Transactions
|
78 | Business Combinations With Interested Stockholders
|
" | Stockholder Suits
|
79 | Dissenters' Rights
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81 | Amendments To Charter And By-Laws
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" | Director Liability
|
" | Fiduciary Duties Of Directors
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82 | Rights Of Inspection
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" | Indemnification Of Officers, Directors And Others
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83 | Additional Provisions Relating To Board Action
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" | Oppression Remedy
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" | Quorum Of Stockholders
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92 | Security Ownership of Certain Beneficial Owners and Management
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" | Legal Matters
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93 | Experts
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" | Future Stockholder Proposals
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94 | Where You Can Find More Information
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96 | Annex A
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100 | Agreement and Plan of Merger
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" | Article I the Offer
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" | 1.1. the Offer
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102 | 1.3. Directors
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103 | Article Ii the Merger
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108 | 2.12. Fractional Shares
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" | 2.13. No Further Ownership Rights in Common
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" | Article Iii Representations and Warranties of Parent and Purchaser
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" | 3.1. Organization and Qualification
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109 | 3.2. Authority Relative to This Agreement
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" | 3.3. Financing Arrangements
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110 | 3.4. Ownership of Shares
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" | 3.5. Subsidiaries
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" | 3.6. Capitalization
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" | 3.7. Commission Filings
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111 | 3.8. Litigation
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" | 3.9. Employees and Labor
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" | 3.10. Taxes and Tax Returns
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113 | 3.12. Compliance With Laws
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" | 3.13. Environmental Matters
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114 | 3.14. Intellectual Property
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115 | 3.15. Year 2000
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" | 3.16. No Stockholder Vote Required
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" | 3.17. Parent Consents
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" | 3.18. Subscription Rights
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" | Article Iv Representations and Warranties of the Company
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" | 4.1. Organization and Qualification
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116 | 4.2. Subsidiaries
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" | 4.3. Capitalization
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" | 4.4. Authority Relative to This Agreement
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117 | 4.5. Commission Filings
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118 | 4.6. Litigation
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" | 4.7. Employees and Labor
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" | 4.8. Taxes and Tax Returns
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120 | 4.10. Stockholder Vote Required
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" | 4.11. Compliance With Laws
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" | 4.12. Properties
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121 | 4.13. Environmental Matters
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" | 4.14. Intellectual Property
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" | 4.15. Insurance
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122 | 4.16. Year 2000
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" | Article V Conduct of Business Pending the Merger
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" | 5.1. Conduct of Business by the Company Pending the Merger
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123 | 5.2. Certain Actions by Parent Pending the Merger
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" | Article Vi Additional Agreements
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" | 6.1. Action of Company Stockholders
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124 | 6.2. Company Proxy Statement
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" | 6.3. Preparation of the Form F-4 and the Parent Proxy Statement; Parent Stockholders Meeting
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125 | 6.4. Expenses
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" | 6.5. Additional Agreements
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" | 6.6. Limitation on Negotiations
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126 | 6.7. Notification of Certain Matters
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" | 6.8. Listing
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" | 6.9. Access to Information
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127 | 6.10. Stockholder Claims
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" | 6.11. Treatment of Employee Compensation and Benefits
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128 | 6.12. Indemnification Rights
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129 | 6.13. Parent Guarantee
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" | 6.14. Affiliates
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" | Article Vii Conditions
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" | 7.1. Conditions to Obligations of Each Party to Effect the Merger
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130 | 7.2. Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger
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" | 7.3. Additional Conditions to Obligation of the Company to Effect the Merger
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" | Article Viii Termination, Amendment and Waiver
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" | 8.1. Termination
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132 | 8.2. Amendment
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" | 8.3. Fees Upon Termination
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133 | 8.4. Effect of Termination
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" | 8.5. Waiver
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" | Article Ix General Provisions
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" | 9.1. Brokers
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" | 9.2. Public Statements
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" | 9.3. Notices
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134 | 9.4. Interpretation
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" | 9.5. Representations and Warranties
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" | 9.6. Severability
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135 | 9.7. Miscellaneous
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" | 9.8. Counterparts
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" | 9.9. Survival
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" | 9.10. Third Party Beneficiaries
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143 | Annex B
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145 | Annex C
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