8-K

 
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            FORM 8-K CURRENT REPORT


                     PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)  APRIL 30, 1997


                         R.R. DONNELLEY & SONS COMPANY
             (Exact name of registrant as specified in its charter)



         DELAWARE                       1-4694                  36-1004130
(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)               file number)          Identification No.)



         77 WEST WACKER DRIVE
          CHICAGO, ILLINOIS                               60601
(Address of principal executive offices)               (Zip Code)

                 Registrant's Telephone Number  (312) 326-8000


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ITEM 5.  OTHER EVENTS

     On April 30, 1997, Stream International Holdings Inc., of which the Company
owns approximately 80% of the outstanding shares, issued a press release
regarding a proposed reorganization of its three businesses and the filing of a
registration statement with the Securities and Exchange Commission for a
proposed initial public offering of its outsource technical support business, a
copy of which is attached as Exhibit 99.1 and which is hereby incorporated by
reference. From and after the completion of the proposed reorganization and
offering, the Company will change its method of accounting for its interests in
the Stream businesses from consolidation to the equity method. Completion of the
proposed reorganization and offering is subject to a number of conditions.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
         AND EXHIBITS



         EXHIBIT     DESCRIPTION
         -------     -----------
                      
          99.1       Press Release of Stream International Holdings Inc. Issued 
                     April 30, 1997.
 

                                   SIGNATURE

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                  R.R. DONNELLEY & SONS COMPANY



Date: April 30, 1997              By:  /s/ Monica M. Fohrman
                                       ------------------------
                                       Monica M. Fohrman
                                       Vice President and Corporate Secretary
                                       (Authorized Officer)

EX-99.1

 
Contact:  Bob Johnson
Stream International
617/830-7411


Stream International Announces Filing of Initial Public Offering

WESTWOOD, Mass, April 30, 1997--Stream International Holdings Inc. (the Company)
today announced that a registration statement has been filed with the Securities
and Exchange Commission (SEC) for a proposed initial public offering of common
shares of its outsource technical support business unit, Stream International.
The shares that are being offered will include shares sold by the Company and
certain selling stockholders.

     Immediately prior to the closing of the proposed offering, Stream
International Holdings will be reorganized such that the only business it
conducts will be the outsource technical support business and will change its
name to Stream International Inc. The two other business units, recently renamed
Corporate Software & Technology (software resale and IT consulting services) and
Modus Media International (outsource manufacturing services), will be spun off
as two subsidiaries of a separate entity, the equity of which will be
distributed to the current Stream International Holdings shareholders.

     R.R. Donnelley & Sons Company (NYSE:DNY) currently owns approximately 80
percent of the outstanding shares of Stream International Holdings; the majority
of the remaining shares are held by Bain Capital and Stream management. After
completion of the reorganization and the offering, R.R. Donnelley will own less
than 40 percent of the outstanding shares of Stream International and less than
a majority interest in Corporate Software & Technology and Modus Media
International. The remaining shares of Corporate Software & Technology and Modus
Media International will be held by Bain Capital, management and other minority 
investors.

 
     The planned offering will be made only by means of a prospectus. Alex.
Brown & Sons Incorporated and Lehman Brothers Inc. will joint-lead manage the
offering. Co-managers include J.P. Morgan & Co., Salomon Brothers Inc and Smith
Barney Inc.

     A registration statement relating to the Stream International Holdings
shares has been filed with the SEC but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state. Copies of the prospectus, when available, may be
obtained from the managers of the offering.

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