-----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, QXRNPbg0oF3vxUX0CFOxNkmIeP2ir2aWscyCWopGWsOkedWZockXLUE8lLh3+F94 06rkuU3lGAgWuetzYGpC9g== 0000950123-98-006393.txt : 19980702 0000950123-98-006393.hdr.sgml : 19980702 ACCESSION NUMBER: 0000950123-98-006393 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980701 SROS: AMEX GROUP MEMBERS: BOWNE & CO INC GROUP MEMBERS: DESI ACQUISITION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY ENTERPRISE SOLUTIONS INC CENTRAL INDEX KEY: 0001019336 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133160717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-49297 FILM NUMBER: 98659317 BUSINESS ADDRESS: STREET 1: 161 NORTH CLARK STREET SUITE 2400 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3124197600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOWNE & CO INC CENTRAL INDEX KEY: 0000013610 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 132618477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 345 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2129245500 SC 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------------ DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED (Name of Subject Company) DESI ACQUISITION, INC. BOWNE & CO., INC. (Bidders) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 25786M108 (CUSIP Number of Class of Securities) DENISE K. FLETCHER CHIEF FINANCIAL OFFICER BOWNE & CO., INC. 345 HUDSON STREET NEW YORK, NEW YORK 10014 TELEPHONE: (212) 924-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: ALAN G. SCHWARTZ, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 AMOUNT PREVIOUSLY PAID: $23,051 FORM OR REGISTRATION NO.: SCHEDULE 14D-1 FILING PARTY: BOWNE & CO., INC. AND DESI ACQUISITION, INC. DATE FILED: JUNE 3, 1998 ================================================================================ 2 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on June 3, 1998 (as amended and supplemented, the "Schedule 14D-1") relating to the offer by DESI Acquisition, Inc., a Delaware corporation (the "Purchaser"), a wholly owned subsidiary of Bowne & Co., Inc., a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $.01 par value per share (the "Shares"), of Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the "Company"), at a purchase price of $21.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of June 3, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which together with the Offer to Purchase, constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 3 under Item 6 is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: At 12:01 A.M., New York City time, on Wednesday, July 1, 1998, the Offer expired. Based on information provided by the Depositary, a total of approximately 4,933,013 Shares (or approximately 98% of the Shares outstanding) (including approximately 32,746 Shares subject to guarantee of delivery) were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, the tendered and accepted Shares at the purchase price of $21.00 per Share in cash. Pursuant to the Merger Agreement, the Purchaser intends to merge itself into the Company in accordance with the Delaware General Corporation Law (the "DGCL") as promptly as practicable. As a result of the Merger, the Company will become a wholly owned subsidiary of the Parent and each Share issued and outstanding immediately prior to the Effective Time of the Merger (other than Shares held in the treasury of the Company and each Share owned by the Parent, the Purchaser or the Company or any direct or indirect subsidiary of the Parent, the Purchaser or the Company, and Shares owned by stockholders who have not voted in favor of or consented to the Merger and who have delivered a written demand for appraisal of their Shares in accordance with the DGCL) shall be converted into the right to receive $21.00 per Share in cash, without interest, less any required withholding taxes. The consummation of the Offer was publicly announced in a press release issued by the Parent on July 1, 1998, a copy of which is filed as Exhibit (a)(10) hereto and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press Release issued by the Parent on July 1, 1998. 1 3 SIGNATURE After due 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. BOWNE & CO., INC. By: /s/ DENISE K. FLETCHER ------------------------------------ Name: Denise K. Fletcher Title:Senior Vice President and Chief Financial Officer DESI ACQUISITION, INC. By: /s/ DENISE K. FLETCHER ------------------------------------ Name: Denise K. Fletcher Title:Senior Vice President and Chief Financial Officer Date: July 1, 1998 2 4 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - ------- ----------- ---- 11(a)(10) Press release issued by the Parent on July 1, 1998..........
EX-99.11.A.10 2 PRESS RELEASE 1 EXHIBIT 11(A)(10) BOWNE & CO., INC. 345 Hudson Street New York, NY 10014 212/924-5500 --------------------------------------------------------- NEWS RELEASE Contact: William J. Coote Assistant Treasurer Bowne & Co., Inc. (212) 886-0614 FOR IMMEDIATE RELEASE David L. Rosenstein Director, Corporate Communications Bowne & Co., Inc. (212) 229-7224 BOWNE SUCCESSFULLY COMPLETES CASH TENDER OFFER ACQUIRES APPROXIMATELY 98% OF DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED SHARES New York, July 1 -- Bowne & Co., Inc. (AMEX:BNE) today announced that its cash tender offer for all outstanding shares of common stock of Donnelley Enterprise Solutions Incorporated (NASDAQ:DEZI) expired, as scheduled, at 12:01 A.M., New York City time, on Wednesday, July 1, 1998. Based on information provided by the Depositary, a total of approximately 4.9 million shares of Donnelley Enterprise Solutions Incorporated (or approximately 98% of the outstanding shares) were validly tendered and not withdrawn pursuant to Bowne's cash offer for all outstanding shares of Donnelley Enterprise Solutions. The Company, through its subsidiary making the offer, has accepted for purchase all shares validly tendered and not withdrawn prior to the expiration of the offer. The acceptance of these shares in the tender offer results in the Company's ownership exceeding 90% of Donnelley Enterprise Solutions' outstanding common stock, thereby permitting the second step of the acquisition without a meeting of Donnelley Enterprise Solutions' shareholders. In the second step of the acquisition, Donnelley Enterprise Solutions will be merged with a subsidiary of the Company and each Donnelley Enterprise Solutions share not previously purchased in the tender offer will be converted into the right to receive $21.00 in cash. The merger will be completed as soon as practicable Bowne & Co., Inc., established 1775, is the global market leader in the field of empowering information by combining superior customer service with appropriate new technologies to manage, repurpose and distribute a client's information to any audience, through any medium, in any language, anywhere in the world. The world's largest financial printer, Bowne is also the leading provider of localization services to the software industry. Localization is the adaptation and translation of information technology products for use in specific local markets. Bowne is among the leading Internet development companies, offering business solutions, consulting and development services. By providing outsourcing services, Bowne offers its customers an integrated way to design and manage their information flows to take advantage of the latest technologies for creating, storing, moving, presenting and utilizing information in any combination of paper and electronic forms. -----END PRIVACY-ENHANCED MESSAGE-----