DONNELLEY R R & SONS CO
8-K, 1994-01-07
COMMERCIAL PRINTING
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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
                                        
       Date of Report (Date of earliest event reported) January 5, 1994
                                        
                                        
                         ----------------------------
                                        
                                        
                        R. R. DONNELLEY & SONS COMPANY
            (Exact name of registrant as specified in its charter)
                                        
                                        
               Delaware                  1-4694                36-1004130
     (State or other jurisdiction     (Commission             (IRS Employer
           of incorporation)            File No.)          Identification No.)


    77 West Wacker Drive, Chicago, Illinois                       60601
    (Address of principal executive offices)                    (Zip Code)

                                        
                         ----------------------------


      Registrant's telephone number, including area code (312) 326-8000
                                        

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Item 5. Other Events

     On January 5, 1994, the Company issued the press release referred to in 
Item 7 regarding the FTC administrative proceeding involving the Company's 
acquisition of the Meredith/Burda companies.

Item 7.  Financial Statements and Exhibits


(c) Exhibits

<TABLE>
<CAPTION>
Exhibit
No.                                   Description
- ---                                   -----------
<C>             <S>
99              Press Release, dated January 5, 1994; R. R. Donnelley to Appeal
                Decision in Meredith/Burda Litigation
</TABLE>


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 hereunto duly authorized.

                                              R. R. DONNELLEY & SONS COMPANY


                                              By     /s/ DAVID C. HART
                                                --------------------------------
                                                         David C. Hart
                                                Vice President, General Counsel
                                                         and Secretary


Date: January 7, 1994

<PAGE>

                                                                 EXHIBIT 99
INFORMATION FROM

                          RR DONNELLEY & SONS COMPANY
                                 (LETTERHEAD)



Contact:

David C. Hart                                Ronald G. Eidell
Vice President, General Counsel              Senior Vice President
 and Secretary                                and Treasurer
(312) 326-7189                               (312) 326-8375


For Immediate Release



R.R. DONNELLEY TO APPEAL DECISION IN
MEREDITH/BURDA LITIGATION


CHICAGO, January 5, 1994--R.R. Donnelley & Sons Company will appeal an initial 
decision favoring the Federal Trade Commission (FTC) in its challenge to the 
company's 1990 acquisition of the Meredith/Burda companies. Administrative Law 
Judge Lewis F. Parker found the acquisition has or may substantially lessen 
competition in a "high-volume publication gravure printing" market and ordered 
the divestiture of four plants involved in the original acquisition.

     "The company believes the acquisition was legally proper," stated David C. 
Hart, vice president and general counsel of R.R. Donnelley. "Judge Parker's 
decision is wrong and contrary to the findings of U.S. District Court Judge 
Stanley Harris, who allowed the acquisition to proceed despite the FTC's 
attempt to enjoin its consummation on the same grounds. We will appeal this 
ruling to the full Federal Trade Commission and on to the Federal courts, if
needed." Hart added that the appeal will have the effect of staying the judge's
order.




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