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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FINAL AMENDMENT
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
------------------------
PURSUANT TO GENERAL INSTRUCTION E OF SCHEDULE 14D-1, THIS FINAL AMENDMENT TO
SCHEDULE 14D-1 CONSTITUTES AMENDMENT NO. 2 TO THE SCHEDULE 13D PREVIOUSLY FILED
BY DESI ACQUISITION, INC. AND BOWNE & CO., INC. ON JUNE 8, 1998.
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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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CUSIP No. 25786M108
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS BOWNE & CO., INC.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, BK
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f)
[ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Indirectly through a wholly owned subsidiary: 4,920,240*
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.2*
- ---------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------
</TABLE>
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* Shares owned as of the date of the reportable event, July 1, 1998.
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CUSIP No. 25786M108
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS
DESI ACQUISITION, INC.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f)
[ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,920,240*
- ---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
- ---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.2*
- ---------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------
</TABLE>
- ---------------
* Shares owned as of the date of the reportable event, July 1, 1998.
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This Final Amendment 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 (the "Company"), 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") and in the related Letter of
Transmittal (which together with the Offer to Purchase, constitute the "Offer").
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 PROSPECTS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On July 7, 1998, the Parent announced that it had merged the Purchaser with
and into the Company with the Company continuing as the surviving corporation
after the Merger and that the Merger became effective at 9 a.m., New York City
time, on Monday, July 6, 1998. Because the Purchaser had acquired at least 90%
of the outstanding Shares, the Merger was effected without a meeting of
stockholders of the Company. As a result of the Merger, the Company became a
wholly owned subsidiary of the Parent and each outstanding Share (other than
Shares held in the treasury of the Company, Shares owned by the Parent, the
Purchaser or the Company or any direct or indirect subsidiary of the Parent, the
Purchaser or the Company, and Shares owned by stockholders choosing to dissent
and demand appraisal of their Shares) was converted into the right to receive
$21.00 per Share in cash, without interest thereon, less any applicable
withholding taxes. The full text of the press release is set forth in Exhibit
(a)(11) and is incorporated herein by reference.
On July 7, 1998, the Parent requested that the Shares no longer be quoted
on NASDAQ. The Parent expects that registration of the Shares under the Exchange
Act will be terminated.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
Pursuant to the Offer, which expired at 12:01 a.m., New York City time, on
Wednesday, July 1, 1998, the Purchaser ultimately acquired 4,920,240 Shares (or
approximately 98.2% of the issued and outstanding Shares).
The information provided in the Final Amendment under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(11) Press Release issued by the Parent on July 7, 1998.
1
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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
------------------------------------
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: July 7, 1998
2
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(11) Press release issued by the Parent on July 7, 1998..........
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EXHIBIT 11(A)(11)
Contact: William J. Coote
Assistant Treasurer
Bowne & Co., Inc.
(212) 886-0614
Thomas M. Silver
Vice President, Marketing,
Corporate Communications
(212) 229-7224
BOWNE AND CO., INC. AND DONNELLEY ENTERPRISE
SOLUTIONS INCORPORATED COMPLETE MERGER
New York, July 7, 1998 -- Bowne & Co., Inc. [AMEX: BNE] announced today that it
has completed its acquisition of Donnelley Enterprise Solutions Incorporated
(DESI) [NASDAQ: DEZI]. DESI has been merged with a wholly owned subsidiary of
Bowne, and each share of common stock of DESI not previously purchased in the
Company's tender offer which expired at 12:01 A.M. on July 1, 1998, has been
converted into the right to receive $21.00 in cash.
Bowne announced its intent to acquire DESI on May 28. The completion of the
merger and Bowne's existing joint venture with Williams Lea in Europe ensures
Bowne's position as the premier global company in document management and
dissemination.
The addition of DESI substantially increases Bowne's existing outsourcing
solution offerings and solidifies Bowne's position as the market leader in
providing outsourcing solutions to major financial service organizations, law
firms and multi-national corporations. DESI's capabilities will add to Bowne's
unique ability to provide a comprehensive array of information management
services that includes document creation printing and distribution, Internet
publishing, Intranet development and content management, outsourcing and
localization services.
DESI is a single-source provider of integrated information management solutions
to professional service organizations, primarily large law firms, investment
banks, and accounting firms. DESI offers its clients the opportunity to focus on
their core businesses by outsourcing a variety of functions, including business
services and information technology services. The Company has operations in
major cities across the United States and international locations in Singapore
and Hong Kong. In November 1996, DESI Completed its initial public offering of
approximately 57% of its common stock. Previously, DESI had been a wholly owned
subsidiary of R.R. Donnelly & Sons Company. Headquartered in Chicago, DESI
employs 1,200 people and generated revenues in 1997 of $110 million. In
conjunction with the merger, Rhonda I. Kochlefl has decided to resign from her
position as Chairman, President and Chief Executive Officer in pursuit of other
interests.
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
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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.
