<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
R. R. DONNELLEY & SONS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1004130
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
77 WEST WACKER DRIVE 60601
CHICAGO, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
R. R. DONNELLEY & SONS COMPANY
1995 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
THOMAS J. QUARLES
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
R. R. DONNELLEY & SONS COMPANY
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(312) 326-8000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7,500,000
Common Stock, $1.25 par value.... shares(1) $37.25(2) $279,375,000(2) $96,337
- -----------------------------------------------------------------------------------------
Preferred Stock Purchase Rights.. (3) (3) (3) $100.00(3)
- -----------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Also registered hereby are such additional and indeterminable number of
shares as may become issuable because of the provisions of the Plan
relating to adjustments for changes resulting from stock dividends, stock
splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
average of the high and low sale prices of the Common Stock of the Company
reported in the New York Stock Exchange Composite Transactions on July 21,
1995.
(3) Rights are initially carried and traded with the Common Stock of the
Company. Value attributable to such Rights, if any, is reflected in the
market price of the Common Stock. The fee paid represents the minimum
statutory fee pursuant to Section 6(b) of the Securities Act of 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by R. R. Donnelley & Sons Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by the
annual report referred to in (a) above;
(c) The description of the Common Stock, par value $1.25 per share, of
the Company which is contained in a registration statement filed under
Section 12 of the 1934 Act, including any amendment or report filed for the
purpose of updating such description; and
(d) The description of the Preferred Stock Purchase Rights of the Company
contained in a registration statement filed under Section 12 of the 1934
Act, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article Twelfth of the Company's Certificate of Incorporation, which
Certificate was filed as an exhibit to the Company's Form 10-Q for the quarter
ended March 31, 1993, is incorporated herein by reference.
The Company has purchased liability insurance covering its directors and
officers to provide protection in certain circumstances where the Company
cannot indemnify a director or officer, in addition to protection by the
Company in certain circumstances where a director or officer may be indemnified
by the Company under the provisions of Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
4(a) Certificate of Incorporation of the Company (incorporated
by reference to the Company's Form 10-Q for the quarter
ended March 31, 1993)
4(b) Certificate of Stock Designation filed as Exhibit A to the
Rights Agreement dated July 24, 1986 between the Company
and Morgan Shareholder Services Trust Company (incorpo-
rated by reference to exhibit to Form SE filed on July 31,
1986)
4(c) Rights Agreement dated July 24, 1986 between the Company
and Morgan Shareholder Services Trust Company (incorpo-
rated by reference to exhibit to Form SE filed on July 31,
1986)
4(d) First Amendment to Rights Agreement dated as of March 24,
1988 between the Company and Morgan Shareholder Services
Trust Company (incorporated by reference to exhibit to
Form SE filed on May 10, 1988)
5 Opinion of Thomas J. Quarles
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Thomas J. Quarles (contained in Exhibit 5 here-
to)
24 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the 1933 Act,
each filing of the Company's Annual Report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act) that is
II-2
<PAGE>
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(5) That, insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT CERTIFIES THAT
IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR
FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
CHICAGO, STATE OF ILLINOIS, ON THE 28TH DAY OF JULY, 1995.
R. R. DONNELLEY & SONS COMPANY
Thomas J. Quarles
By __________________________________
Thomas J. Quarles
Senior Vice President and General
Counsel
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED ON JULY 28, 1995 BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED:
SIGNATURE AND TITLE SIGNATURE AND TITLE
* *
- ------------------------------------- -------------------------------------
John R. Walter Thomas S. Johnson
Chairman of the Board, Chief Director
Executive Officer and Director
(Principal Executive Officer) *
-------------------------------------
Frank R. Jarc Richard M. Morrow
- ------------------------------------- Director
Frank R. Jarc
Executive Vice President
and Chief Financial Officer -------------------------------------
(Principal Financial Officer) M. Bernard Puckett
Director
*
- ------------------------------------- *
Peter F. Murphy -------------------------------------
Vice President and Controller John M. Richman
(Principal Accounting Officer) Director
* *
- ------------------------------------- -------------------------------------
Martha Layne Collins William D. Sanders
Director Director
* *
- ------------------------------------- -------------------------------------
James R. Donnelley Jerre L. Stead
Director Director
* *
- ------------------------------------- -------------------------------------
Charles C. Haffner III Bide L. Thomas
Director Director
Thomas J. Quarles
*By _________________________________ *
Thomas J. Quarles -------------------------------------
Attorney-in-Fact H. Blair White
Director
*
-------------------------------------
Stephen M. Wolf
Director
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
5 Opinion of Thomas J. Quarles
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Thomas J. Quarles (contained in Exhibit 5 hereto)
24 Powers of Attorney
</TABLE>
<PAGE>
EXHIBIT 5
July 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: R. R. Donnelley & Sons Company
Registration Statement on Form S-8
Gentlemen:
I am Senior Vice President and General Counsel of R. R. Donnelley & Sons
Company (the "Company"). In that connection, I am familiar with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
7,500,000 shares of common stock, par value $1.25 per share, of the Company and
preferred stock purchase rights relating to such shares of common stock to be
offered to participants in the Company's 1995 Stock Incentive Plan (the
"Plan"). The terms of the preferred stock purchase rights are set forth in the
Rights Agreement dated July 24, 1986, as amended (the "Rights Agreement"),
between the Company and Morgan Shareholder Services Trust Company, as Rights
Agent.
I am also familiar with the Certificate of Incorporation and the By-Laws of
the Company and all amendments thereto and resolutions of the Board of
Directors of the Company relating to the Plan and the Registration Statement.
In this connection, I have examined or caused to be examined and am familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of all such records of the Company and others as I have deemed necessary or
appropriate as a basis for the opinions set forth herein. In my examination I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinion expressed herein which were not independently
established or verified by me, I have relied upon statements and
representations of certain officers and other representatives of the Company
and others.
Based upon the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
2. If the Company's Board of Directors or a duly authorized committee
thereof authorizes the issuance of authorized and unissued shares of common
stock for the consideration (but not less than the par value) provided in
the Plan, such shares will, when certificates representing such shares
shall have been duly executed, countersigned and registered and duly
delivered against the receipt by the Company of the consideration provided
in the Plan, be legally issued, fully paid and non-assessable.
3. If the Company legally and validly reacquires its issued and
outstanding shares of common stock and thereafter, pursuant to the
authorization by the Board of Directors or a duly authorized committee
thereof, resells such issued but not outstanding shares for the
consideration provided in the Plan, such shares will, upon delivery against
receipt by the Company of the consideration provided in the Plan, be
legally issued, fully paid and non-assessable.
4. The preferred stock purchase rights associated with the shares of
common stock referred to in paragraph 2 will be legally issued when (i)
such rights have been duly issued in accordance with the terms of the
Rights Agreement and (ii) such shares have been duly issued and paid for as
set forth in paragraph 2.
5. The preferred stock purchase rights associated with the shares of
common stock referred to in paragraph 3 are legally issued.
I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of shares of common stock.
This opinion is limited to the General Corporation Law of the State of
Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Thomas J. Quarles
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 26, 1995 included in R.R. Donnelley & Sons Company's Form 10-K for the
year ended December 31, 1994 and to all references to our firm included in this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois
July 28, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
John R. Walter
-------------------------------------
John R. Walter
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Peter F. Murphy
-------------------------------------
Peter F. Murphy
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Martha Layne Collins
-------------------------------------
Martha Layne Collins
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
James R. Donnelley
-------------------------------------
James R. Donnelley
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Charles C. Haffner III
-------------------------------------
Charles C. Haffner III
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Thomas S. Johnson
-------------------------------------
Thomas S. Johnson
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Richard M. Morrow
-------------------------------------
Richard M. Morrow
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
John M. Richman
-------------------------------------
John M. Richman
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
William D. Sanders
-------------------------------------
William D. Sanders
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Jerre L. Stead
-------------------------------------
Jerre L. Stead
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Bide L. Thomas
-------------------------------------
Bide L. Thomas
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
H. Blair White
-------------------------------------
H. Blair White
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frank R. Jarc and Thomas J.
Quarles, and each of them with full power to act without the other, his or her
true and lawful attorney-in-fact, with full power and authority, for the
purpose of executing, in the name and on behalf of the undersigned as a
director and/or officer of R. R. Donnelley & Sons Company, a Delaware
corporation (the "Company"), a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of the Company's
Common Stock and Preferred Stock Purchase Rights and any and all amendments to
such Registration Statement, including post-effective amendments, and to
deliver on behalf of the undersigned such Registration Statement and any and
all amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto each
such attorney-in-fact full power of substitution and revocation in the premises
and hereby ratifies and confirms all that each such attorney-in-fact may do or
cause to be done by virtue of these presents.
Dated: July 27, 1995
Stephen M. Wolf
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Stephen M. Wolf
