SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(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)/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)
DECEMBER 31, 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 on 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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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,360,878 shares of Common Stock
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OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 4,230,924 shares of Common Stock
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PERSON
WITH 7 SOLE DISPOSITIVE POWER
1,360,878 shares of Common Stock
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8 SHARED DISPOSITIVE POWER
4,230,924 shares of Common Stock
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,591,802 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)
4.9% (According to the Company's Quarterly Report on Form 10-Q filed
November 13, 2002, there were 113,328,348 shares of Common Stock
outstanding on September 30, 2002).
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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:
106 West 78th Street
New York, New York 10024
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
See Cover Page.
Item 2(e). CUSIP Number:
See Cover Page
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:
Items 5-11 of Page 2 are hereby incorporated by reference.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
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.
February 14, 2003
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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
(Pursuant to Power of Attorney filed with the original Schedule 13G on
March 4, 2002, which Power of Attorney is hereby incorporated by
reference)