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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
JULY 1, 1998
(DATE OF EARLIEST EVENT REPORTED)
BOWNE & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-05842 13-2618477
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
345 HUDSON STREET, NEW YORK, NEW YORK 10014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(212) 924-5500
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 1, 1998 Desi Acquisition, Inc. ("Acquiror"), a wholly owned
subsidiary of Bowne & Co., Inc. (the "Company"), acquired approximately,
4,920,240 shares of Donnelley Enterprise Solutions Incorporated ("DESI"),
representing approximately 98.2% of DESI's outstanding shares of common stock,
for a cash price of $21.00 per share. The shares were purchased pursuant to a
tender offer to acquire all of the outstanding shares of DESI common stock
commenced on June 3, 1998.
On July 6, 1998, the Company completed the merger of Acquiror with DESI.
Upon consummation of the merger, DESI became a wholly-owned subsidiary of the
Company and the shareholders of DESI who did not tender their shares became
entitled to receive $21.00 per share. The total purchase price for DESI was
approximately $103 million for the tendered shares, plus certain additional
amounts to be paid in respect of outstanding stock options and transaction
expenses.
The funds used to consummate the acquisition came from borrowings of the
Company under a revolving credit agreement, dated July 7, 1997 (the "Credit
Agreement") with Fleet Bank, National Association, as Administrative Agent and
certain other lending institutions.
DESI is a single-source provider of integrated information management
solutions to professional service organizations, primarily large law firms,
investment banks, and accounting firms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired:
To be filed by Amendment not later than September 13, 1998.
(b) Pro Forma Financial Information:
To be filed by Amendment not later than September 13, 1998.
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger among Bowne & Co.,
Inc., DESI Acquisition, Inc. and Donnelley Enterprise
Solutions Incorporated, dated as of May 27, 1998,
incorporated herein by reference to Exhibit 11(c)(1) to
Schedule 14D-1 of Bowne & Co., Inc., dated June 3,
1998.
Exhibit 2.2 Credit Agreement, dated as of July 7, 1997, by and
among Bowne & Co., Inc. the subsidiary borrowers party
thereto, Fleet Bank, National Association, as
Administrative Agent, the Bank of Montreal, as
Documentation Agent and the lenders party thereto,
incorporated herein by reference to Exhibit 11(b)(1)
to Schedule 14D-1 of Bowne & Co., Inc., dated
June 3, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOWNE & CO, INC.
By: /s/ Denise K. Fletcher
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Name: Denise K. Fletcher
Title: Senior Vice President and
Chief Financial Officer
Dated: July 15, 1998
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