0000905718-20-000285.txt : 20200228 0000905718-20-000285.hdr.sgml : 20200228 20200228155739 ACCESSION NUMBER: 0000905718-20-000285 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 GROUP MEMBERS: ANTHONY MELCHIORRE GROUP MEMBERS: CHATHAM ASSET HIGH YIELD MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RR Donnelley & 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17456 FILM NUMBER: 20669890 BUSINESS ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312.326.8000 MAIL ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chatham Asset Management, LLC CENTRAL INDEX KEY: 0001511989 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26 MAIN STREET, SUITE 204 CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 973-701-2424 MAIL ADDRESS: STREET 1: 26 MAIN STREET, SUITE 204 CITY: CHATHAM STATE: NJ ZIP: 07928 SC 13D/A 1 rrdonnelley_13dam1feb2820.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

R. R. Donnelley & Sons Company

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

257867200

(CUSIP Number)

James Ruggerio

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Telephone Number (973) 701-2431

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 28, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

* 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.

CUSIP No. 257867200
1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
		Chatham Asset Management, LLC
2.		Check the Appropriate Box if a Member of a Group		(a) [ ]
				(b) [ ]
3.		SEC Use Only
4.		Source of Funds (See Instructions): AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[ ]
6.		Citizenship or Place of Organization: Delaware

	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		9,141,657*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		9,141,657*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		9,141,657*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[ ]
13.		Percent of Class Represented by Amount in Row (11): 12.9%*
14.		Type of Reporting Person (See Instructions): IA

*See Item 5 for additional information.

CUSIP No. 257867200
1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
		Chatham Asset High Yield Master Fund, Ltd.
2.		Check the Appropriate Box if a Member of a Group		(a) [ ]
				(b) [ ]
3.		SEC Use Only
4.		Source of Funds (See Instructions): AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[ ]
6.		Citizenship or Place of Organization: Cayman Islands

	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		5,445,568*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		5,445,568*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		5,445,568*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[ ]
13.		Percent of Class Represented by Amount in Row (11): 7.6%*
14.		Type of Reporting Person (See Instructions): CO

*See Item 5 for additional information.

CUSIP No. 257867200
1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
		Anthony Melchiorre
2.		Check the Appropriate Box if a Member of a Group		(a) [ ]
				(b) [ ]
3.		SEC Use Only
4.		Source of Funds (See Instructions): AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[ ]
6.		Citizenship or Place of Organization: Delaware

	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		9,141,657*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		9,141,657*

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		9,141,657*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[ ]
13.		Percent of Class Represented by Amount in Row (11): 12.9%*
14.		Type of Reporting Person (See Instructions): IN

*See Item 5 for additional information.

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of R.R. Donnelley & Sons Company (the “Issuer”). This Amendment No. 1 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2020 (the “Initial Schedule 13D”). The Initial Schedule 13D, as amended and supplemented by this Amendment No. 1 is referred to herein as the “Schedule 13D.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following immediately after the last paragraph of Item 4 of the Schedule 13D:

On February 28, 2020, CAM delivered a letter (the “Letter”) to the Issuer. The Letter is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Exhibit 1:

Letter to the Issuer.

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.

	February 28, 2020

	CHATHAM ASSET MANAGEMENT, LLC*

By:

/s/ Anthony Melchiorre

		Name:	Anthony Melchiorre
		Title:	Managing Member

	CHATHAM ASSET HIGH YIELD MASTER FUND, LTD.

	By: Chatham Asset Management, LLC, its Investment Manager

By:

/s/ Anthony Melchiorre

	Name:	Anthony Melchiorre
	Title:	Managing Member



/s/ Anthony Melchiorre*
Anthony Melchiorre

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EX-1 2 rrdonnelley_13dam1ex1.htm EX-1

Exhibit 1

[LETTERHEAD OF CHATHAM ASSET MANAGEMENT]

February 28, 2020

Mr. John C. Pope

Chair, Board of Directors

Mr. Daniel L. Knotts

President and Chief Executive Officer

R.R. Donnelley & Sons Company

35 West Wacker Drive

Chicago, IL 60601

Re:

R.R. Donnelley & Sons Company (the “Company”)

Dear Messrs. Pope and Knotts:

As you are aware, we have repeatedly voiced to management and the board of directors of the Company our ongoing concern about certain policies and strategies relating to the Company’s financing plan (or lack thereof), which we view as value-destructive to the Company’s stakeholders.

Following the Company’s recent publication of its fourth quarter and annual results for the period ended December 31, 2019, and the related conference call on February 26, 2020, we were utterly disappointed by the lack of any coherent response by management to the valid concerns we have raised. Consequently, we determined to amend our prior regulatory filing on Schedule 13G, and commence reporting on Schedule 13D in order to maintain the maximum flexibility to effectuate necessary changes at the Company.

The Company has previously adopted a current stockholder rights plan (the “Poison Pill”), which we view as both a breach of fiduciary duty and a new low in corporate governance. This Poison Pill, in the circumstances under which it was adopted, serves no purpose other than to entrench a severely underperforming board of directors, along with similarly underperforming, overcompensated management. Each appears desperately and rightly fearful of the Company’s investors taking any appropriate action to advocate for their replacement. In this circumstance, the Poison Pill is in direct opposition to the most basic and fundamental duties owed by a board of directors of a corporation to its owners.

Among its more noxious elements, the Poison Pill contains provisions that may be interpreted to cause investors who, like us, no longer make regulatory filings on Schedule 13G (i.e., who are no longer so-called “ordinary course institutional investors”) to have tripped the Poison Pill threshold to the extent their beneficial ownership of the Company’s common stock exceeds 10%. The applicable threshold for all other investors is 20%. The effect is that any such investors whose change in intent causes them no longer to qualify as “ordinary course institutional investors” are required to reduce their beneficial ownership position to below 10% within 30 days, or trigger the Poison Pill. Moreover, such provisions appear to apply to us notwithstanding that our affiliated funds have not purchased a single additional share since the Company’s precipitous and unlawful adoption of the Poison Pill on August 28, 2019.

We are no longer content to stand idly by, while hundreds of millions of dollars’ worth of value for all of the Company’s stakeholders are blithely frittered away by a group of entrenched, inactive and incompetent leaders.

However, we are now faced with an untenable dilemma – sell our position below 10%, by no later than March 27, 2020, into a rapidly declining market that significantly undervalues the Company’s true worth, or alternatively, face the crippling effects of dilution under the Poison Pill. This all as a penalty for doing no more than to exercise our most basic and fundamental right as a stockholder – raising our voices, making our positions known, and preserving our core ability to advocate for certain vitally necessary changes at the Company.

We therefore demand that the board of directors and management take swift and immediate action to revoke the Poison Pill; and if not that, to revise the above-referenced provisions that have such an unconscionable effect on investors in a position such as ours.

Please be advised that we are prepared to initiate appropriate litigation against you and the Company if your response proves to be untimely or inadequate. We would view any such litigation as an unfortunate waste of our, your and the Company’s valuable time and resources, so we hope that you will not make it necessary for us to pursue that path to protect the legitimate interests of all stakeholders.

We look forward to your prompt response to these matters and, in any event, expect to hear back from you by no later than March 3, 2020.

Sincerely,

/s/ Anthony Melchiorre

Anthony Melchiorre
Managing Member
Chatham Asset Management

cc:

Terry D. Peterson, Executive Vice President and Chief Financial Officer
Brian D. Feeney, Senior Vice President, Finance