BOWNE & CO INC
SC 14D1/A, 1998-06-23
COMMERCIAL PRINTING
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<PAGE>   1
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                AMENDMENT NO. 2
                                       TO
                                 SCHEDULE 14D-1
                             Tender Offer Statement
      Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
 
                            ------------------------
 
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                           (Name of Subject Company)
 
                             DESI ACQUISITION, INC.
                               BOWNE & CO., INC.
                                   (Bidders)
 
                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                         (Title of Class of Securities)
 
                                   25786M108
                     (CUSIP Number of Class of Securities)
 
                               DENISE K. FLETCHER
                            CHIEF FINANCIAL OFFICER
                               BOWNE & CO., INC.
                               345 HUDSON STREET
                            NEW YORK, NEW YORK 10014
                           TELEPHONE: (212) 924-5500
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)
 
                                    COPY TO:
 
                             ALAN G. SCHWARTZ, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                           TELEPHONE: (212) 455-2000
 
AMOUNT PREVIOUSLY PAID: $23,051
FORM OR REGISTRATION NO.: SCHEDULE 14D-1
FILING PARTY: BOWNE & CO., INC. AND DESI ACQUISITION, INC.
DATE FILED: JUNE 3, 1998
 
================================================================================
<PAGE>   2
 
     This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on June 3, 1998 (as amended and supplemented, the "Schedule
14D-1") relating to the offer by DESI Acquisition, Inc., a Delaware corporation
(the "Purchaser"), a wholly owned subsidiary of Bowne & Co., Inc., a Delaware
corporation (the "Parent"), to purchase all of the outstanding shares of Common
Stock, $.01 par value per share (the "Shares"), of Donnelley Enterprise
Solutions Incorporated, a Delaware corporation, at a purchase price of $21.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated as of
June 3, 1998 (the "Offer to Purchase"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Schedule 14D-1.
 
ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
 
     Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
 
     On June 23, 1998, the Parent issued a press release announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act relating
to the Offer had expired without objections or requests for additional
information and indicating that it expects to consummate the Offer on the
Expiration Date, currently 12:01 a.m., New York City Time, on Wednesday, July 1,
1998, subject to the terms thereof. The full text of the press release is set
forth in Exhibit 11(a)(9) and is incorporated herein by reference.
 
ITEM 10.  ADDITIONAL INFORMATION.
 
     Items 10(b), (c), and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
 
     The information provided in this Amendment No. 2 under Item 5 is
incorporated herein by reference.
 
ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.
 
(a)(9)  Press release issued by the Parent on June 23, 1998.
 
                                        1
<PAGE>   3
 
                                   SIGNATURE
 
     After due 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.
 
                                          BOWNE & CO., INC.
 
                                          By: /s/   DENISE K. FLETCHER
                                            ------------------------------------
                                            Name: Denise K. Fletcher
                                            Title:Senior Vice President
                                               and Chief Financial Officer
 
                                          DESI ACQUISITION, INC.
 
                                          By: /s/   DENISE K. FLETCHER
                                            ------------------------------------
                                            Name: Denise K. Fletcher
                                            Title:Senior Vice President
                                               and Chief Financial Officer
 
Date: June 23, 1998
 
                                        2
<PAGE>   4
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT                                                                  PAGE
  NO.                              DESCRIPTION                           NO.
- -------                            -----------                           ----
<S>        <C>                                                           <C>
11(a)(9)   Press release issued by the Parent on June 23, 1998.........
</TABLE>

<PAGE>   1
                               Bowne & Co., Inc
                               35 Hudson Street
                              New York, NY 10014
                                 212/924-5500
                              _________________________________________________
                                                                 News Release




                           Contacts:    William J. Coote
                                        Assistant Treasurer
                                        212-886-0614


                                        David Rosenstein
                                        Director, Corporate Communications
                                        212-229-7224



For Immediate Release
- ---------------------

                    BOWNE ANNOUNCES CLEARANCE TO PURCHASE
              DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED SHARES



     New York, June 22, 1998--Bowne & Co., Inc. [AMEX:BNE] announced today that
all applicable regulatory waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act in the United States relating to the Company's pending tender
offer for the shares of Donnelley Enterprise Solutions Incorporated 
(NASDAQ:DEZI) have expired. There were no objections or requests for additional
information.

     The Company further indicated that, in light of the completion of the
regulatory approval process, it expects to consummate the purchase of Donnelley
Enterprise Solutions' shares pursuant to the tender offer, subject to the terms
thereof, at the currently scheduled expiration time of 12:01 a.m. on Wednesday,
July 1, 1998.

     Bowne & Co., Inc., established 1775, is the global market leader in the
field of empowering information by combining superior customer service with
appropriate new technologies to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language, anywhere in
the world. The world's largest financial printer, Bowne is also the leading
provider of localization services to the software industry. Localization is the
adaptation and translation of information technology products for use in
specific local markets. Bowne is among the leading Internet development
companies, offering business solutions, consulting and development services.
By providing outsourcing services. Bowne offers its customers an integrated way
to design and manage their information flows to take advantage of the latest
technologies for creating, storing, moving, presenting and utilizing information
in any combination of paper and electronic forms.


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