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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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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
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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.
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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
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Name: Denise K. Fletcher
Title:Senior Vice President
and Chief Financial Officer
DESI ACQUISITION, INC.
By: /s/ DENISE K. FLETCHER
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Name: Denise K. Fletcher
Title:Senior Vice President
and Chief Financial Officer
Date: June 23, 1998
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EXHIBIT INDEX
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NO. DESCRIPTION NO.
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11(a)(9) Press release issued by the Parent on June 23, 1998.........
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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
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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.