-----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, RO6D70hLO51Y1BOg2qDcn8Yky3X/gOo0/duVjlA5yQOCbu7jglz1hwbRFOogSL7X sFzPKmtn5a8IfSERcpZ2wQ== 0000950131-02-000751.txt : 20020415 0000950131-02-000751.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950131-02-000751 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R R & SONS CO CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-12413 FILM NUMBER: 02566027 BUSINESS ADDRESS: STREET 1: 77 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123268000 MAIL ADDRESS: STREET 1: 77 W WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY STRACHAN CENTRAL INDEX KEY: 0000914335 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O HASTINGS CENTER STREET 2: 255 ELM ROAD CITY: BRIARCLIFF MANOR STATE: NY ZIP: 10510-9974 BUSINESS PHONE: 3128537448 MAIL ADDRESS: STREET 1: SIDNEY & AUSTIN STREET 2: ONE FIRST NATIONAL PLAZA CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G 1 dsc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. __________)/1/ R.R. DONNELLEY & SONS COMPANY ------------------------------------------------------------ (Name of Issuer) COMMON STOCK, $1.25 PAR VALUE PER SHARE ------------------------------------------------------------ (Title of Class of Securities) 257867 10 1 ------------------------------------------------------------ (CUSIP Number) FEBRUARY 21, 2002 ------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 13G - -------------------------------------------------------------------------------- CUSIP NO. 257867 10 1 Page 2 of 5 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Strachan Donnelley - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 788,810 shares of Common Stock SHARES -------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 5,161,997 shares of Common Stock REPORTING -------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 788,810 shares of Common Stock -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,161,997 shares of Common Stock - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,950,807 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Item 1(a). Name of Issuer: R.R. Donnelley & Sons Company (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: 77 West Wacker Drive Chicago, Illinois 60601-1696 Item 2(a). Name of Persons Filing: Strachan Donnelley Item 2(b). Address of Principal Business Office or, if None, Residence: The Hastings Center 21 Malcolm Gordon Road Garrison, New York 10524 Item 2(c). Citizenship: United States of America Item 2(d). Title of Class of Securities: Common Stock, par value $1.25 per share, of the Company ("Common Stock") Item 2(e). CUSIP Number: 257867 10 1 Item 3. If this Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the persons filing are: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act; (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [_] Investment company registered under Section 8 of the Investment Company Act; (e) [_] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section (c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J); If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership: (a) Amount beneficially owned: 5,950,807 shares of Common Stock* (b) Percent of class: 5.3% (According to the Company's Registration Statement on Form S-3 filed February 26, 2002, there were 112,948,996 shares of Common Stock outstanding on February 6, 2002.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote - 788,810 (ii) Shared power to vote or direct the vote - 5,161,997 (iii) Sole power to dispose or to direct the disposition of - 788,810 (iv) Shared power to dispose or to direct the disposition of - 5,161,997 *This Schedule 13G is being filed in connection with Mr. Strachan Donnelley's appointment, on February 21, 2002, as co-executor, with Mr. Elliott R. Donnelley, Ms. Laura Donnelley-Morton and The Northern Trust Company ("NTC"), of the estate of Dorothy R. Donnelley (the "Estate"), by the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois. Of the shares beneficially owned by Mr. Strachan Donnelley, he has sole voting and investment power over 788,810 shares, including (i) 229,278 shares with respect to which Mr. Strachan Donnelley has the right to acquire sole voting and investment power within 60 days, (ii) 155,210 shares held by Ms. Vivian H. Donnelley, Mr. Strachan Donnelley's spouse, (iii) 273,172 shares with respect to which Mr. Strachan Donnelley serves as sole trustee of a trust for the benefit of Mr. Elliott R. Donnelley and (iv) 131,150 shares that Mr. Strachan Donnelley holds personally. Mr. Strachan Donnelley shares voting and investment power (i) as co-executor of the Estate with Mr. Elliott R. Donnelley, Ms. Laura Donnelley-Morton and NTC with respect to 240,204 shares, (ii) as co-trustee with Mr. Elliott R. Donnelley and Ms. Laura Donnelley-Morton with respect to 1,040,382 shares, (iii) as co-trustee with Mr. Elliott R. Donnelley, Ms. Laura Donnelley-Morton and NTC with respect to 3,576,090 shares, (iv) as co-trustee with Ms. Vivian H. Donnelley and NTC with respect to 25,071 shares, (v) as co-trustee with Mr. Elliott R. Donnelley and NTC with respect to 20,250 shares, (vi) as co-trustee with Mr. Elliott R. Donnelley and Bank One with respect to 30,000 shares, (vii) as co-trustee with Ms. Laura Donnelley-Morton and NTC with respect to 10,000 shares and (viii) as a director of the Gaylord and Dorothy Donnelley Foundation, an Illinois not-for-profit corporation (the "Foundation"), of which Mr. Strachan Donnelley is one of thirteen directors, with respect to 220,000 shares. Mr. Strachan Donnelley disclaims beneficial ownership of the 155,210 shares held by Ms. Vivian H. Donnelley, the 240,204 shares over which he shares voting and investment power as a co-executor, the 4,701,793 shares over which he shares voting and investment power as a co-trustee and the 220,000 shares over which he shares voting and investment power as a director of the Foundation. The number of shares beneficially owned by Mr. Strachan Donnelley excludes 857,240 shares of Common Stock with respect to which (i) the lawful descendants of Gaylord Donnelley from time to time in being and not under disability, including Mr. Strachan Donnelley, share the right, exercisable by a majority thereof, to acquire sole or shared voting and investment power, (ii) Mr. Strachan Donnelley, Mr. Elliott R. Donnelley and Ms. Laura Donnelley-Morton share the right, exercisable by a majority thereof, to acquire sole or shared voting and investment power or (iii) Ms. Vivian H. Donnelley, Mr. Elliott R. Donnelley and Ms. Laura Donnelley-Morton share the right, exercisable by a majority thereof, to acquire sole or shared voting and investment power. Item 5. Ownership of Five Percent or Less of a Class: NOT APPLICABLE Item 6. Ownership of More than Five Percent on Behalf of Another Person: NOT APPLICABLE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: NOT APPLICABLE Item 8. Identification and Classification of Members of the Group: NOT APPLICABLE Item 9. Notice of Dissolution of Group: NOT APPLICABLE Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable 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. March 4, 2002 ----------------------------------- (Date) * ----------------------------------- (Signature) Strachan Donnelley ----------------------------------- (Name) *By: /s/ Larry D. Berning ------------------------ Larry D. Berning Attorney-in-Fact EXHIBIT INDEX Exhibit Number Description of Exhibit - ------ ---------------------- 1 Power of Attorney EX-99.1 3 dex991.txt POWER OF ATTORNEY EXHIBIT 1 Power of Attorney ----------------- Know all by these presents, that the undersigned, STRACHAN DONNELLEY, of New York, New York, hereby constitutes and appoints each of LARRY D. BERNING, KAREN M. STANTON and JENNIFER N. SCHUBERT as the undersigned's true and lawful attorneys-in-fact to: 1. execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission (the "SEC") and any other authority or entity; 3. execute for and on behalf of the undersigned any statement, report or schedule in accordance with Regulation 13D-G under the Exchange Act, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such statement, report or schedule and the timely filing of such statement, report or schedule with the SEC and any other authority or entity; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The powers granted above may be exercised by each such attorney-in-fact on behalf of the undersigned, individually, and on behalf of the undersigned in the undersigned's fiduciary and representative capacities as an Executor of, or Trustee under, the Will of Dorothy R. Donnelley dated July 27, 1998, as amended by the Codicil dated May 3, 1999, and in any other fiduciary or representative capacity in which the undersigned may be acting. The powers granted above may be exercised by any one of such attorneys-in-fact acting alone. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Regulation 13D-G under the Exchange Act. This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the undersigned shall be subject to Section 16 of the Exchange Act or Regulation 13D-G under the Exchange Act or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on February 7, 2002. /s/ Strachan Donnelley ----------------------------------------- Strachan Donnelley -----END PRIVACY-ENHANCED MESSAGE-----