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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the Securities Exchange Act of 1934
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Donnelley Enterprise Solutions Incorporated
(Name of Subject Company)
Donnelley Enterprise Solutions Incorporated
(Names of Person Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
25786M 10 8
(CUSIP Number of Class of Securities)
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RHONDA I. KOCHLEFL
Chairman, President and Chief Executive Officer
Donnelley Enterprise Solutions Incorporated
161 North Clark Street, Suite 2400
Chicago, Illinois 60601
(312) 419-7600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person filing Statement)
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With a copy to:
ANDREW L. WEIL, ESQ.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
(312) 876-8000
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated June 3, 1998 (as amended, the "Schedule
14D-9") filed by Donnelley Enterprise Solutions Incorporated, a Delaware
corporation (the "Company"), with respect to the tender offer by Bowne & Co.,
Inc., a Delaware corporation ("Parent"), and DESI Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Purchaser"), to purchase
all of the outstanding Shares. Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings given such terms in the
Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Pursuant to Section 6.4 of the Merger Agreement, on June 3, 1998, Parent
filed a Notification and Report Form with respect to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and on June 3, 1998, the Company filed its Notification and Report Form
with respect to the Offer under the HSR Act. At 11:59 p.m. on June 18, 1998,
the applicable waiting period under the HSR Act expired with respect to the
Offer.
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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.
DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
By: /s/ Rhonda I. Kochlefl
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Name: Rhonda I. Kochlefl
Title: Chairman, President and
Chief Executive Officer
Dated: June 23, 1998
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