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
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(Name of Issuer)
COMMON STOCK, $1.25 PAR VALUE PER SHARE
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(Title of Class of Securities)
257867 10 1
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(CUSIP Number)
FEBRUARY 21, 2002
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(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
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CUSIP NO. 257867 10 1 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
Strachan Donnelley
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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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
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8 SHARED DISPOSITIVE POWER
5,161,997 shares of Common Stock
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,950,807 shares of Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12 TYPE OF REPORTING PERSON
IN
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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
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(Date)
*
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(Signature)
Strachan Donnelley
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(Name)
*By: /s/ Larry D. Berning
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Larry D. Berning
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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1 Power of Attorney