BOWNE & CO INC
SC 14D1/A, 1998-07-01
COMMERCIAL PRINTING
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<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                AMENDMENT NO. 3
                                       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. 3 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 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 PROPOSALS OF THE BIDDER.
 
     Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
 
     The information provided in this Amendment No. 3 under Item 6 is
incorporated herein by reference.
 
ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
 
     Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
 
     At 12:01 A.M., New York City time, on Wednesday, July 1, 1998, the Offer
expired. Based on information provided by the Depositary, a total of
approximately 4,933,013 Shares (or approximately 98% of the Shares outstanding)
(including approximately 32,746 Shares subject to guarantee of delivery) were
validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser
has accepted for payment, and has notified the Depositary to promptly pay for,
the tendered and accepted Shares at the purchase price of $21.00 per Share in
cash.
 
     Pursuant to the Merger Agreement, the Purchaser intends to merge itself
into the Company in accordance with the Delaware General Corporation Law (the
"DGCL") as promptly as practicable. As a result of the Merger, the Company will
become a wholly owned subsidiary of the Parent and each Share issued and
outstanding immediately prior to the Effective Time of the Merger (other than
Shares held in the treasury of the Company and each Share 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 who have not
voted in favor of or consented to the Merger and who have delivered a written
demand for appraisal of their Shares in accordance with the DGCL) shall be
converted into the right to receive $21.00 per Share in cash, without interest,
less any required withholding taxes.
 
     The consummation of the Offer was publicly announced in a press release
issued by the Parent on July 1, 1998, a copy of which is filed as Exhibit
(a)(10) hereto and incorporated herein by reference.
 
ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.
 
     (a)(10) Press Release issued by the Parent on July 1, 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: July 1, 1998
 
                                        2
<PAGE>   4
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT                                                                      PAGE
  NO.                                  DESCRIPTION                           NO.
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<C>            <S>                                                           <C>
  11(a)(10)    Press release issued by the Parent on July 1, 1998..........
</TABLE>

<PAGE>   1
 
                                                               EXHIBIT 11(A)(10)
 
                       BOWNE & CO., INC.
                       345 Hudson Street
                       New York, NY 10014
                       212/924-5500
 
                       ---------------------------------------------------------
                                                              NEWS RELEASE
 
                            Contact:     William J. Coote
                                     Assistant Treasurer
                                     Bowne & Co., Inc.
                                     (212) 886-0614
FOR IMMEDIATE RELEASE
                                         David L. Rosenstein
                                     Director, Corporate Communications
                                     Bowne & Co., Inc.
                                     (212) 229-7224
 
                 BOWNE SUCCESSFULLY COMPLETES CASH TENDER OFFER
                           ACQUIRES APPROXIMATELY 98%
             OF DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED SHARES
 
New York, July 1 -- Bowne & Co., Inc. (AMEX:BNE) today announced that its cash
tender offer for all outstanding shares of common stock of Donnelley Enterprise
Solutions Incorporated (NASDAQ:DEZI) expired, as scheduled, at 12:01 A.M., New
York City time, on Wednesday, July 1, 1998. Based on information provided by the
Depositary, a total of approximately 4.9 million shares of Donnelley Enterprise
Solutions Incorporated (or approximately 98% of the outstanding shares) were
validly tendered and not withdrawn pursuant to Bowne's cash offer for all
outstanding shares of Donnelley Enterprise Solutions.
 
The Company, through its subsidiary making the offer, has accepted for purchase
all shares validly tendered and not withdrawn prior to the expiration of the
offer. The acceptance of these shares in the tender offer results in the
Company's ownership exceeding 90% of Donnelley Enterprise Solutions' outstanding
common stock, thereby permitting the second step of the acquisition without a
meeting of Donnelley Enterprise Solutions' shareholders.
 
In the second step of the acquisition, Donnelley Enterprise Solutions will be
merged with a subsidiary of the Company and each Donnelley Enterprise Solutions
share not previously purchased in the tender offer will be converted into the
right to receive $21.00 in cash. The merger will be completed as soon as
practicable
 
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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