<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
R. R. Donnelley & Sons Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.25 (including Preferred Stock Purchase Rights)
- -------------------------------------------------------------------------------
(Title of Class of Securities)
257867101
-----------------------------
(CUSIP Number)
Larry D. Berning, Sidley & Austin
One First National Plaza, Chicago, Illinois 60603
312/853-7000
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 26, 1995
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 2
- ----------------------- ---------------------
CUSIP NO. 257867101 PAGE 2 OF 30 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott R. Donnelley (###-##-####)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
383,636
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 6,783,290
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
383,636
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,783,290
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,166,926
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 2
- ----------------------- ---------------------
CUSIP NO. 257867101 PAGE 3 OF 30 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Donnelley-Morton (###-##-####)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 6,607,645
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,092
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,607,645
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,041,842
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 2
- ----------------------- ---------------------
CUSIP NO. 257867101 PAGE 4 OF 30 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strachan Donnelley (###-##-####)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
946,424
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 6,783,290
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
946,424
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
6,783,290
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,039,901
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 5 of 30 Pages
AMENDMENT NO. 2
This Amendment No. 2 ("Amendment No. 2") is being filed on behalf
of Mr. Elliott R. Donnelley, Ms. Laura Donnelley-Morton and Mr. Strachan
Donnelley (referred to as an "Executor" or collectively, the "Executors" in the
Statement on Schedule 13D dated April 27, 1992, as amended by Amendment No. 1
thereto, and referred to in this Amendment No. 2 as a "Reporting Person" or
collectively, the "Reporting Persons"). This Amendment No. 2 amends and
supplements the Statement on Schedule 13D dated April 27, 1992 (the "Schedule
13D"), as amended by Amendment No. 1 thereto dated September 1, 1992 ("Amendment
No. 1"), each as filed with the Securities and Exchange Commission ("SEC") on
behalf of the Reporting Persons and relating to the common stock, par value
$1.25 per share, including the associated preferred stock purchase rights
("Common Stock"), of R.R. Donnelley & Sons Company, a Delaware corporation (the
"Company"). In accordance with Item 101(a)(2)(ii) of Regulation S-T promulgated
by the SEC, this Amendment No. 2 restates and amends the entire text of the
Schedule 13D and Amendment No. 1 (other than the portion of Exhibit 2 hereto
which was previously filed in paper and other than Exhibit 3 hereto, each of
which is incorporated herein by reference to the Schedule 13D and, pursuant to
Items 101(a)(2)(ii) and 102(a) of Regulation S-T, is not required to be restated
electronically). Unless otherwise defined in this Amendment No. 2, capitalized
terms used herein shall have the meanings specified in the Schedule 13D or
Amendment No. 1.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to the Statement on Schedule 13D of
Regulation 13D-G of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), relates to the Common
Stock. The principal executive offices of the Company are located at 77 West
Wacker Drive, Chicago, Illinois 60601-1696.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 6 of 30 Pages
AMENDMENT NO. 2
<TABLE>
<CAPTION>
ITEM 2. IDENTITY AND BACKGROUND
(C)
(A) Principal
Name of Person (B) Occupation
Filing this Statement Business Address or Employment
- --------------------- ---------------- -------------
<S> <C> <C>
Elliott R. Donnelley 808 N. Dixie Highway Boat construction
Lantana, Florida
33462
Laura Donnelley-Morton 2119 Banyan Drive Investor
Los Angeles,
California 90049
Strachan Donnelley Hastings Center Director of
255 Elm Road Education, Associ-
Briarcliff Manor, ate for Environ-
New York 10510-9974 mental Ethics
</TABLE>
The Schedule 13D and Amendment No. 1 were filed, and this
Amendment No. 2 is being filed, by the three individuals named above in
connection with each individual's previously reported appointment as an
executor of the estate of Mr. Gaylord Donnelley (the "Estate"). As set
forth in Item 5(c) below all shares of Common Stock have been distributed
from the Estate. The Northern Trust Company ("NTC"), the principal
executive offices of which are located at 50 South LaSalle Street, Chicago,
Illinois 60675, was also appointed an executor of the Estate. Pursuant to
Rule 13d-1(b)(1), in lieu of filing a statement on Schedule 13D, NTC filed
an amendment to its Statement on Schedule 13G relating to the Common Stock.
Unless otherwise noted, references in this Amendment No. 2 to a Reporting
Person or the Reporting Persons, shall mean the three individuals named
above and shall exclude NTC.
(D) - (E) During the last five years, none of the Reporting
Persons has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(F) Each of the Reporting Persons is a citizen of the United
States.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 7 of 30 Pages
AMENDMENT NO. 2
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The acquisition of shares of Common Stock by the Reporting
Persons which resulted in the filing of the Schedule 13D occurred in
connection with the appointment by the Circuit Court of the Nineteenth
Judicial Circuit, Lake County, Illinois, on April 27, 1992, of each
Reporting Person and NTC as an executor of the Estate.
The acquisition of shares of Common Stock by the Reporting
Persons which was reported in Amendment No. 1 occurred in connection with a
two-for-one split of the Common Stock (the "Stock Split"). The Stock Split
was effected by the distribution by the Company on September 1, 1992 of one
additional share of Common Stock for each share held by shareholders of
record on August 7, 1992.
As described in Item 5(c) below, Amendment No. 1 also reflected
gifts by one Reporting Person aggregating 2,082 shares of Common Stock and
gifts by another Reporting Person aggregating 2,742 shares of Common Stock,
in each case as increased to reflect the Stock Split.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in the first paragraph of Item 3 above
is incorporated herein by reference. The information set forth in Exhibit
2, subsection 1 to the Schedule 13D (entitled "Estate of Gaylord
Donnelley") is incorporated herein by reference.
(A) The information set forth in Exhibit 2 is incorporated herein
by reference. Of the total number of shares of Common Stock indicated
above in Item 5(a) as beneficially owned by Ms. Laura Donnelley-Morton,
240,000 of such shares have been pledged as collateral pursuant to a
custody agreement with a broker-dealer in connection with the sale of a
like number of shares.
(B)-(J) Not applicable.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 8 of 30 Pages
AMENDMENT NO. 2
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) Set forth below is the number of shares of Common Stock
beneficially owned by each of the Reporting Persons as of December 31, 1994
(other than, with respect to each Reporting Person individually, 270,000
shares as to which such Reporting Person became the beneficial owner on
January 26, 1995.
<TABLE>
<CAPTION>
Percentage of
Name of Reporting Person Number of Shares Shares Outstanding/1/
- ------------------------ ---------------- ----------------------
<S> <C> <C>
Elliott R. Donnelley 7,166,926/2/ 4.7%
Laura Donnelley-Morton 7,041,842/3/ 4.6%
Strachan Donnelley 8,039,901/4/ 5.2%
</TABLE>
_______________
/1/ Based on 153,398,170 shares of Common Stock outstanding as of
October 31, 1994, as reported in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994.
/2/ Includes 1,621,436 shares of Common Stock (1.1%) held by the
Gaylord and Dorothy Donnelley Foundation, an Illinois not-for-profit
corporation (the "Foundation"), of which Mr. Elliott R. Donnelley is
one of eleven directors. Excludes 41,870 shares of Common Stock (less
than .1%) with respect to which the Reporting Persons share the right
to acquire sole or shared voting and investment power, 2,800,986
shares of Common Stock (1.8%) with respect to which the lawful
descendants of Mr. Gaylord Donnelley from time to time in being and
not under disability ("Descendants"), including Mr. Elliott R.
Donnelley (but excluding Mr. Strachan Donnelley with respect to
161,146 shares), have the shared right, exercisable by a majority of
the Descendants, to acquire sole or shared voting and investment
power, and 70,965 shares of Common Stock (less than .1%) with respect
to which Mr. Elliott R. Donnelley shares with Ms. Laura Donnelley-
Morton and Ms. Vivian H. Donnelley the right to acquire sole or shared
voting and investment power.
/3/ Includes 1,621,436 shares of Common Stock (1.1%) held by the
Foundation, of which Ms. Laura Donnelley-Morton is one of eleven
directors, 431,105 shares of Common Stock (.3%) with respect to which
Ms. Donnelley-Morton shares the right with her spouse to acquire
shared voting and investment power, and 3,092 shares of Common Stock
(less than .1%) with respect to which Ms. Donnelley-Morton has sole
investment power and the
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 9 of 30 Pages
AMENDMENT NO. 2
right to acquire sole voting power. Excludes 41,870 shares of Common
Stock (less than .1%) with respect to which the Reporting Persons
share the right to acquire sole or shared voting and investment power,
2,800,986 shares of Common Stock (1.8%) with respect to which the
Descendants, including Ms. Donnelley-Morton (but excluding Mr.
Strachan Donnelley with respect to 161,146 shares), have the shared
right, exercisable by a majority of the Descendants, to acquire sole
or shared voting and investment power, and 70,965 shares of Common
Stock (less than .1%) with respect to which Ms. Donnelley-Morton
shares with Mr. Elliott R. Donnelley and Ms. Vivian H. Donnelley the
right to acquire sole or shared voting and investment power.
/4/ Includes 1,621,436 shares of Common Stock (1.1%) held by the
Foundation, of which Mr. Strachan Donnelley is one of eleven
directors, and 310,187 shares of Common Stock (.2%) with respect to
which Mr. Strachan Donnelley has the right to acquire sole voting and
investment power. Excludes 41,870 shares of Common Stock (less than
.1%) with respect to which the Reporting Persons share the right to
acquire sole or shared voting and investment power, 2,639,840 shares
of Common Stock (1.7%) with respect to which the Descendants,
including Mr. Strachan Donnelley, have the shared right, exercisable
by a majority of the Descendants, to acquire sole or shared voting and
investment power.
The aggregate number of shares of Common Stock beneficially owned
by the Reporting Persons, collectively, is 9,509,734 shares (6.2%), after
adjustment to reflect shares of Common Stock beneficially owned by more
than one Reporting Person. Such number excludes 41,870 shares of Common
Stock (less than .1%) with respect to which the Reporting Persons share the
right to acquire sole or shared voting and investment power, 2,800,986
shares of Common Stock (1.8%) with respect to which the Descendants (but
excluding Mr. Strachan Donnelley with respect to 161,146 shares) have the
shared right, exercisable by a majority of the Descendants, to acquire sole
or shared voting and investment power, and 70,965 shares of Common Stock
(less than .1%) with respect to which Mr. Elliott R. Donnelley, Ms. Laura
Donnelley-Morton and Ms. Vivian H. Donnelley share the right to acquire
sole or shared voting and investment power.
The Reporting Persons acted as a group with respect to the shares
of Common Stock held by the Estate. As set forth below in Item 5(c), all
shares of Common Stock have been distributed from the Estate. As set forth
below in Item 5(b), the Reporting Persons also act in various
representative capacities as trustees or co-trustees of certain trusts, as
an UGMA custodian for certain individuals, and as Directors of the
Foundation. Pursuant to Rule
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 10 of 30 Pages
AMENDMENT NO. 2
13d-4, each Reporting Person disclaims beneficial ownership of shares of
Common Stock (i) which neither such Reporting Person nor such Reporting
Person's spouse beneficially owns individually and which are not held in
such Reporting Person's investment management account, (ii) with respect to
which such Reporting Person is not acting as trustee, co-trustee or UGMA
custodian or (iii) which are held by the Foundation.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 11 of 30 Pages
AMENDMENT NO. 2
(B)
(i) Set forth below is the number of shares of Common Stock as
to which each Reporting Person has sole power to vote or direct the vote as
of December 31, 1994.
<TABLE>
<CAPTION>
Name of Reporting Person Number of Shares
------------------------ ----------------
<S> <C>
Elliott R. Donnelley 383,636/1/
Laura Donnelley-Morton 0/2/
Strachan Donnelley 946,424/3/
</TABLE>
_______________
/1/ Excludes 41,870 shares of Common Stock (less than .1%) with
respect to which the Reporting Persons share the right to acquire sole
or shared voting and investment power, 2,800,986 shares of Common
Stock with respect to which the Descendants, including Mr. Elliott R.
Donnelley (but excluding Mr. Strachan Donnelley with respect to
161,146 shares), have the shared right, exercisable by a majority of
the Descendants, to acquire sole or shared power to vote or direct the
vote, and 70,965 shares of Common Stock with respect to which Mr.
Elliott R. Donnelley shares with Ms. Laura Donnelley-Morton and Ms.
Vivian H. Donnelley the right to acquire sole or shared power to vote
or direct the vote.
/2/ Excludes 3,092 shares of Common Stock with respect to which Ms.
Laura Donnelley-Morton has the right to acquire sole power to vote or
direct the vote, 41,870 shares of Common Stock (less than .1%) with
respect to which the Reporting Persons share the right to acquire sole
or shared voting and investment power, 2,800,986 shares of Common
Stock with respect to which the Descendants, including Ms. Donnelley-
Morton (but excluding Mr. Strachan Donnelley with respect to 161,146
shares), have the shared right, exercisable by a majority of the
Descendants, to acquire sole or shared power to vote or direct the
vote, and 70,965 shares of Common Stock with respect to which Ms.
Donnelley-Morton shares with Mr. Elliott R. Donnelley and Ms. Vivian
H. Donnelley the right to acquire sole or shared power to vote or
direct the vote.
/3/ Excludes 310,187 shares of Common Stock with respect to which Mr.
Strachan Donnelley has the right to acquire sole power to vote or
direct the vote, 41,870 shares of Common Stock (less than .1%) with
respect to which the Reporting Persons share the right to acquire sole
or shared voting and investment power, and 2,639,840 shares of Common
Stock with
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 12 of 30 Pages
AMENDMENT NO. 2
respect to which the Descendants, including Mr. Strachan Donnelley,
have the shared right, exercisable by a majority of the Descendants,
to acquire sole or shared power to vote or direct the vote.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 13 of 30 Pages
AMENDMENT NO. 2
(ii) Set forth below is the number of shares of Common Stock as
to which each Reporting Person has shared power to vote or direct the vote
as of December 31, 1994 (other than, with respect to each Reporting Person
individually, 270,000 shares as to which such Reporting Person became the
beneficial owner on January 26, 1995).
<TABLE>
<CAPTION>
Name of Reporting Person Number of Shares
------------------------ ----------------
<S> <C>
Elliott R. Donnelley 6,783,290/1/
Laura Donnelley-Morton 6,607,645/2/
Strachan Donnelley 6,783,290/3/
</TABLE>
_______________
/1/ Includes 1,621,436 shares of Common Stock held by the Foundation,
of which Mr. Elliott R. Donnelley is one of eleven directors.
Excludes 41,870 shares of Common Stock (less than .1%) with respect to
which the Reporting Persons share the right to acquire sole or shared
voting and investment power, 2,800,986 shares of Common Stock with
respect to which the Descendants, including Mr. Elliott R. Donnelley
(but excluding Mr. Strachan Donnelley with respect to 161,146 shares),
have the shared right, exercisable by a majority of the Descendants,
to acquire sole or shared power to vote or direct the vote, and 70,965
shares of Common Stock with respect to which Mr. Elliott R. Donnelley
shares with Ms. Laura Donnelley-Morton and Ms. Vivian H. Donnelley the
right to acquire sole or shared power to vote or direct the vote.
/2/ Includes 1,621,436 shares of Common Stock held by the Foundation,
of which Ms. Laura Donnelley-Morton is one of eleven directors.
Excludes 431,105 shares of Common Stock with respect to which Ms.
Donnelley-Morton shares the right with her spouse to acquire shared
power to vote or to direct the vote, 41,870 shares of Common Stock
(less than .1%) with respect to which the Reporting Persons share the
right to acquire sole or shared voting and investment power, 2,800,986
shares of Common Stock with respect to which the Descendants,
including Ms. Donnelley-Morton (but excluding Mr. Strachan Donnelley
with respect to 161,146 shares), have the shared right, exercisable by
a majority of the Descendants, to acquire sole or shared power to vote
or direct the vote, and 70,965 shares of Common Stock with respect to
which Ms. Donnelley-Morton shares with Mr. Elliott R. Donnelley and
Ms. Vivian H. Donnelley the right to acquire sole or shared power to
vote or direct the vote.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 14 of 30 Pages
AMENDMENT NO. 2
/3/ Includes 1,621,436 shares of Common Stock held by the Foundation,
of which Mr. Strachan Donnelley is one of eleven directors. Excludes
41,870 shares of Common Stock (less than .1%) with respect to which
the Reporting Persons share the right to acquire sole or shared voting
and investment power, and 2,639,840 shares of Common Stock with
respect to which the Descendants, including Mr. Strachan Donnelley,
have the shared right, exercisable by a majority of the Descendants,
to acquire sole or shared power to vote or to direct the vote.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 15 of 30 Pages
AMENDMENT NO. 2
(iii) Set forth below is the number of shares of Common Stock as
to which each Reporting Person has sole power to dispose of or to direct
the disposition of as of December 31, 1994.
<TABLE>
<CAPTION>
Name of Reporting Person Number of Shares
------------------------ ----------------
<S> <C>
Elliott R. Donnelley 383,636/1/
Laura Donnelley-Morton 3,092/2/
Strachan Donnelley 946,424/3/
</TABLE>
_______________
/1/ Excludes 41,870 shares of Common Stock (less than .1%) with
respect to which the Reporting Persons share the right to acquire sole
or shared voting and investment power, 2,800,986 shares of Common
Stock with respect to which the Descendants, including Mr. Elliott R.
Donnelley (but excluding Mr. Strachan Donnelley with respect to
161,146 shares), have the shared right, exercisable by a majority of
the Descendants, to acquire sole or shared power to dispose or to
direct the disposition, and 70,965 shares of Common Stock with respect
to which Mr. Elliott R. Donnelley shares with Ms. Laura Donnelley-
Morton and Ms. Vivian H. Donnelley the right to acquire sole or shared
power to dispose or to direct the disposition.
/2/ Excludes 41,870 shares of Common Stock (less than .1%) with
respect to which the Reporting Persons share the right to acquire sole
or shared voting and investment power, 2,800,986 shares of Common
Stock with respect to which the Descendants, including Ms. Donnelley-
Morton (but excluding Mr. Strachan Donnelley with respect to 161,146
shares), have the shared right, exercisable by a majority of the
Descendants, to acquire sole or shared power to dispose or to direct
the disposition, and 70,965 shares of Common Stock with respect to
which Ms. Donnelley-Morton shares with Mr. Elliott R. Donnelley and
Ms. Vivian H. Donnelley the right to acquire sole or shared power to
dispose or to direct the disposition.
/3/ Excludes 310,187 shares of Common Stock with respect to which Mr.
Strachan Donnelley has the right to acquire sole power to dispose or
to direct the disposition, 41,870 shares of Common Stock (less than
.1%) with respect to which the Reporting Persons share the right to
acquire sole or shared voting and investment power, and 2,639,840
shares of Common Stock with respect to which the Descendants,
including Mr. Strachan Donnelley, have the shared right, exercisable
by a
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 16 of 30 Pages
AMENDMENT NO. 2
majority of the Descendants, to acquire sole or shared power to
dispose or to direct the disposition.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 17 of 30 Pages
AMENDMENT NO. 2
(iv) Set forth below is the number of shares of Common Stock as
to which each Reporting Person has shared power to dispose of or to direct
the disposition of as of December 31, 1994 (other than, with respect to
each Reporting Person individually, 270,000 shares as to which such
Reporting Person became the beneficial owner on January 26, 1995).
<TABLE>
<CAPTION>
Name of Reporting Person Number of Shares
------------------------ ----------------
<S> <C>
Elliott R. Donnelley 6,783,290/1/
Laura Donnelley-Morton 6,607,645/2/
Strachan Donnelley 6,783,290/3/
</TABLE>
_______________
/1/ Includes 1,621,436 shares of Common Stock held by the Foundation,
of which Mr. Elliott R. Donnelley is one of eleven directors.
Excludes 41,870 shares of Common Stock (less than .1%) with respect to
which the Reporting Persons share the right to acquire sole or shared
voting and investment power, 2,800,986 shares of Common Stock with
respect to which the Descendants, including Mr. Elliott R. Donnelley
(but excluding Mr. Strachan Donnelley with respect to 161,146 shares),
have the shared right, exercisable by a majority of the Descendants,
to acquire sole or shared power to dispose or to direct the
disposition, and 70,965 shares of Common Stock with respect to which
Mr. Elliott R. Donnelley shares with Ms. Laura Donnelley-Morton and
Ms. Vivian H. Donnelley the right to acquire sole or shared power to
dispose or to direct the disposition.
/2/ Includes 1,621,436 shares of Common Stock held by the Foundation,
of which Ms. Laura Donnelley-Morton is one of eleven directors.
Excludes 431,105 shares of Common Stock with respect to which Ms.
Donnelley-Morton shares with her spouse the right to acquire shared
power to dispose or to direct the disposition, 41,870 shares of Common
Stock (less than .1%) with respect to which the Reporting Persons
share the right to acquire sole or shared voting and investment power,
2,800,986 shares of Common Stock with respect to which the
Descendants, including Ms. Donnelley-Morton (but excluding Mr.
Strachan Donnelley with respect to 161,146 shares), have the shared
right, exercisable by a majority of the Descendants, to acquire sole
or shared power to dispose or to direct the disposition, and 70,965
shares of Common Stock with respect to which Ms. Donnelley-Morton
shares with Mr. Elliott R. Donnelley and Ms. Vivian H. Donnelley the
right to acquire sole or shared power to dispose or to direct the
disposition.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 18 of 30 Pages
AMENDMENT NO. 2
/3/ Includes 1,621,436 shares of Common Stock held by the Foundation, of
which Mr. Strachan Donnelley is one of eleven directors. Excludes
41,870 shares of Common Stock (less than .1%) with respect to which
the Reporting Persons share the right to acquire sole or shared voting
and investment power, and 2,639,840 shares of Common Stock with
respect to which the Descendants, including Mr. Strachan Donnelley,
have the shared right, exercisable by a majority of the Descendants,
to acquire sole or shared power to dispose or to direct the
disposition.
Mr. Elliott R. Donnelley shares voting and investment power (i)
as co-trustee with Ms. Laura Donnelley-Morton, Mr. Strachan Donnelley and
NTC with respect to 5,789,853 shares, (ii) as co-trustee with Mr. Strachan
Donnelley and NTC with respect to 100,000 shares, (iii) as co-trustee with
Ms. Laura Donnelley-Morton and NTC with respect to 112,000 shares, (iv) as
co-trustee with Mr. Strachan Donnelley and The First National Bank of
Chicago ("FNBC") with respect to 180,000 shares and (v) as a Director of
the Foundation with Ms. Laura Donnelley-Morton, Mr. Strachan Donnelley and
eight other Directors (Mrs. Dorothy R. Donnelley, Mrs. Jane Rishel, Mr.
Gerald W. Adelmann, Mr. Larry D. Berning, Mr. James B. Edwards, Mr. Joel L.
Fleishman, Dr. Robert W. Carton and Mr. Robert T. Carter (these eight
individuals are referred to collectively as the "Other Foundation
Directors") with respect to 1,621,436 shares.
Ms. Laura Donnelley-Morton shares voting and investment power (i)
as co-trustee with Mr. Elliott R. Donnelley, Mr. Strachan Donnelley and NTC
with respect to 5,789,853 shares, (ii) as co-trustee with Mr. Strachan
Donnelley and NTC with respect to 112,000 shares, (iii) as co-trustee with
Mr. Elliott R. Donnelley and NTC with respect to 112,000 shares and (iv) as
a Director of the Foundation with Ms. Laura Donnelley-Morton, Mr. Strachan
Donnelley and the Other Foundation Directors with respect to 1,621,436
shares.
Mr. Strachan Donnelley shares voting and investment power (i) as
co-trustee with Mr. Elliott R. Donnelley, Ms. Laura Donnelley-Morton and
NTC with respect to 5,789,853 shares, (ii) as co-trustee with Mr. Elliott
R. Donnelley and NTC with respect to 100,000 shares, (iii) as co-trustee
with Ms. Laura Donnelley-Morton and NTC with respect to 112,000 shares,
(iv) as co-trustee with Mr. Elliott R. Donnelley and FNBC with respect to
180,000 shares and (v) as a Director of the Foundation with Mr. Elliott R.
Donnelley, Ms. Laura Donnelley-Morton and the Other Foundation Directors
with respect to 1,621,436 shares.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 19 of 30 Pages
AMENDMENT NO. 2
NTC is an Illinois corporation whose principal business is trust
and banking. The address of NTC's principal business and office is 50
South LaSalle Street, Chicago, Illinois 60675. FNBC is a national bank
chartered by the State of Illinois whose principal business is banking.
The address of FNBC's principal business and office is One First National
Plaza, Chicago, Illinois 60603. The Foundation is an Illinois not-for-
profit corporation whose principal business is the promotion of charitable,
scientific and educational purposes. The address of the Foundation's
principal business and office is 350 East 22nd Street, Chicago, Illinois
60616. To the knowledge of the Reporting Persons, during the last five
years, none of NTC, FNBC or the Foundation has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(C) On May 29, 1992, Ms. Laura Donnelley-Morton and her spouse
gave an aggregate of 2,082 shares of Common Stock, after accounting for the
Stock Split, to two accounts with respect to which Ms. Donnelley-Morton
acts as an UGMA custodian and to a third account with respect to which Ms.
Donnelley-Morton's spouse acts as an UGMA custodian. Such gifts did not
result in a net change in the number of shares of Common Stock beneficially
owned by Ms. Donnelley-Morton.
Prior to April 27, 1992 (the date of the Schedule 13D), Mr.
Strachan Donnelley gave an aggregate of 2,742 shares of Common Stock, after
accounting for the Stock Split, to three trusts with respect to which Mr.
Elliott R. Donnelley, Ms. Laura Donnelley-Morton and Ms. Vivian H.
Donnelley share the right to acquire sole or shared voting and investment
power. Shares of Common Stock held in these trusts were and are reported
as excluded from Mr. Elliott R. Donnelley's and Ms. Laura Donnelley-
Morton's holdings in the Schedule 13D, Amendment No. 1 and this Amendment
No. 2, respectively. Because the 2,742 shares given by Mr. Strachan
Donnelley were not reflected in the books of these trusts as of April 27,
1992, the number of shares excluded from Mr. Elliott R. Donnelley's and Ms.
Laura Donnelley-Morton's holdings was understated by 2,742 shares. The
number of shares of Common Stock excluded from Mr. Elliott R. Donnelley's
and Ms. Laura Donnelley-Morton's holdings on this Amendment No. 1 reflects
the 2,742 shares.
On November 25, 1994, the Estate distributed 6,042,198 shares of
Common Stock to a marital trust (the "Marital Trust") as to which NTC and
the Reporting Persons serve as co-trustees. On December 1, 1994, the
Estate distributed 1,288,748 shares of Common
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 20 of 30 Pages
AMENDMENT NO. 2
Stock to the Foundation. On December 16, 1994, the Marital Trust
distributed 879,310 shares of Common Stock pursuant to Dorothy R.
Donnelley's earlier request and direction to the Dorothy R. Donnelley 1993
Trust (the "1993 Trust") as to which the Reporting Persons serve as
trustees without voting or dispositive power. On December 16, 1994, the
Marital Trust also distributed 1,506,896 shares of Common Stock to Dorothy
R. Donnelley pursuant to her earlier request. All of the foregoing
distributions were made in-kind and no purchase price or other
consideration was paid in connection with such distributions.
On January 26, 1995, Dorothy R. Donnelley transferred without
consideration an aggregate of 810,000 of the 1,506,896 shares of Common
Stock previously distributed to her to three trusts (270,000 shares to each
trust) established by her as grantor on such date. Each of the Reporting
Persons serves as a co-trustee of one of such trusts.
(D) A number of persons have an economic interest (which may
include the right to receive dividends or the proceeds from the sale of
shares of Common Stock) in the shares of Common Stock held in the various
trusts and accounts described in Exhibit 2.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Exhibit 2 sets forth excerpts from instruments which governed or
govern the Estate and various trusts and accounts which hold shares of
Common Stock as to which one or more of the Reporting Persons has
beneficial ownership. The information set forth in Exhibit 2 is
incorporated herein by reference.
All 313,172 shares of Common Stock held in the Elliott Donnelley
Trust dated August 27, 1979, as restated and amended as of February 1,
1988, and 12,034 shares of Common Stock held by Mr. Elliott R. Donnelley,
individually, have been pledged under two collateral agreements, each dated
January 17, 1992 for the benefit of the Lakeside Bank, 55 West Wacker
Drive, Chicago, Illinois. The pledged shares represent collateral to
secure a promissory note dated January 17, 1992 executed by Lantana
Boatyard, Inc., a Florida corporation, of which Mr. Elliott R. Donnelley is
the sole shareholder.
Of the total number of shares of Common Stock indicated above in
Item 5(a) as beneficially owned by Ms. Laura Donnelley-Morton, 240,000 of
such shares have been pledged as collateral pursuant to a custody agreement
with a broker-dealer in connection with the sale of a like number of
shares.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 21 of 30 Pages
AMENDMENT NO. 2
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The exhibits accompanying this Amendment No. 2 are listed in the
accompanying Exhibit Index located after the signature page.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 22 of 30 Pages
AMENDMENT NO. 2
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 2 is
true, complete and correct.
Dated: February 16, 1995
Elliott R. Donnelley
*
----------------------
Laura Donnelley-Morton
*
----------------------
Strachan Donnelley
*
----------------------
* By: Larry D. Berning
-----------------------
Larry D. Berning
Attorney-in-fact
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 23 of 30 Pages
AMENDMENT NO. 2
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT
----------- -------
Exhibit 1 Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 2 Excerpts from the instruments governing the Estate, trusts
and accounts referred to in Items 5 and 6. (Subsections 1-22
are incorporated by reference to Exhibit 2 of the Statement
on Schedule 13D dated April 27, 1992, filed on May 7, 1992
with respect to the Common Stock)
Exhibit 3 Powers of Attorney (incorporated by reference to Exhibit 3
of the Statement on Schedule 13D dated April 27, 1992, filed
on May 7, 1992 with respect to the Common Stock).
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 24 of 30 Pages
AMENDMENT NO. 2
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, the undersigned
agree that Amendment No. 2 to the Schedule 13D of which this Exhibit is a
part is filed on behalf of each of them with respect to the shares of
Common Stock of R.R. Donnelley & Sons Company reported in such Schedule 13D
and Amendment No. 1 thereto.
Dated: February 16, 1995
ELLIOTT R. DONNELLEY
*
-------------------------
LAURA DONNELLEY-MORTON
*
-------------------------
STRACHAN DONNELLEY
*
-------------------------
* By: Larry D. Berning
-----------------------
Larry D. Berning
Attorney-in-fact
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 25 of 30 Pages
AMENDMENT NO. 2
EXHIBIT 2
(AS AMENDED)
SUBSECTIONS 1-22 ARE INCORPORATED BY REFERENCE TO THE SCHEDULE 13D.
SECTIONS 1-22 WERE PREVIOUSLY FILED IN PAPER WITH THE SCHEDULE 13D AND,
PURSUANT TO ITEMS 101(A)(2)(II) AND 102(A) OF REGULATION S-T, ARE NOT
REQUIRED TO BE RESTATED ELECTRONICALLY.
23. FAMILY TRUSTS DATED JANUARY 26, 1995
------------------------------------
The Elliott R. Donnelley Family Trust, Laura Donnelley-Morton
Family Trust and Strachan Donnelley Family Trust were each executed on
January 26, 1995. Elliott R. Donnelley is a co-Trustee of the Elliott R.
Donnelley Family Trust. Laura Donnelley-Morton is a co-Trustee of the
Laura Donnelley-Morton Family Trust. Strachan Donnelley is a co-Trustee of
the Strachan Donnelley Family Trust.
Set forth below are excerpts from each of the above-mentioned
trusts relating to the retention, transfer or voting of shares of Common
Stock of R. R. Donnelley & Sons Company:
"[T]he Trustees shall...have the following powers...: (a) To
retain any property..., irrespective of the extent of diversification
or any law or rule of court concerning trust investments; (b) To
invest and reinvest in stocks, bonds, mortgages, notes, commercial
paper, mutual funds, common trust funds, undivided interests or other
property of any kind, real or personal, although not of a type
traditionally considered proper for trust investments and irrespective
of the extent of diversification or any law or rule of court
concerning trust investments...; (d) To vote in person or by general
or limited proxy, or refrain from voting, any corporate securities for
any purpose; to exercise or sell any subscription or conversion
rights; to consent to and join in or oppose any voting trusts,
reorganizations, consolidations, mergers, foreclosures and
liquidations and in connection therewith to deposit securities and
accept and hold other securities or property received therefor; ...
(g) To sell at public or private sale, contract to sell, grant options
to purchase,
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 26 of 30 Pages
AMENDMENT NO. 2
convey, exchange, transfer and otherwise deal with any property for
such price and upon such terms as the Trustees deem advisable; ... and
(q) To perform other acts necessary or appropriate for the proper
administration of any trust, execute and deliver necessary instruments
and give full receipts and discharges."
24. DOROTHY R. DONNELLEY 1992 FAMILY TRUST AGREEMENT
------------------------------------------------
NTC is the Trustee of fifteen separate trusts created by Mrs.
Dorothy R. Donnelley, as Grantor, under the Dorothy R. Donnelley 1992
Family Trust Agreement which was executed on December 30, 1992.
Set forth below are excerpts from the Dorothy R. Donnelley 1992
Family Trust Agreement relating to the power of the Grantor's children
[i.e., the Reporting Persons] to appoint individual Trustees and to remove
the corporate Trustee:
"By written instrument signed by all of my children who are
then living and not under legal disability, my children shall have
power to appoint one or more individual Trustees (including any child
or children of mine) and a successor or succession of individual
Trustees; provided that I may not be appointed a Trustee."
"A majority of the individual Trustees or, if none, a
majority of my children who are then living and not under legal
disability may, by written instrument, remove a corporate Trustee of
any trust hereunder on ten days' written notice and appoint another
corporation to fill the vacancy, such removal to be effective upon
receipt by the removed Trustee of written acceptance of office by a
successor corporate Trustee."
Set forth below are excerpts from the Dorothy R. Donnelley 1992
Family Trust Agreement relating to the retention, transfer or voting of the
Common Stock held by the trust.
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 27 of 30 Pages
AMENDMENT NO. 2
"... the Trustee ... shall have the following powers ...:
(a) To retain any property ..., irrespective of the extent of
diversification or any law or rule of court concerning trust
investments; (b) To invest and reinvest in stocks, bonds, mortgages,
notes, commercial paper, mutual funds, common trust funds, undivided
interests or other property of any kind, real or personal, although
not of a type traditionally considered proper for trust investments
and irrespective of the extent of diversification or any law or rule
of court concerning trust investments, and to exercise any option to
purchase property; ... (d) To vote in person or by general or limited
proxy, or refrain from voting, any corporate securities for any
purpose; to exercise or sell any subscription or conversion rights; to
consent to and join in or oppose any voting trusts, reorganizations,
consolidations, mergers, foreclosures and liquidations and in
connection therewith to deposit securities and accept and hold other
securities or property received therefor; ... (f) To borrow money
..., extend or renew any existing indebtedness and mortgage, pledge or
otherwise encumber any property; (g) To sell at public or private
sale, contract to sell, grant options to purchase, convey, exchange,
transfer and otherwise deal with any property for such price and upon
such terms as the Trustee deems advisable; ... (q) To perform other
acts necessary or appropriate for the proper administration of any
trust, execute and deliver necessary instruments and give full
receipts and discharges."
"I specifically authorize and direct the Trustee to hold and
retain all shares of common stock of R.R. Donnelley & Sons Company
('Donnelley') at any time constituting a part or all of the assets of
any trust hereunder, it being my belief that such shares of stock
shall at all times constitute a proper investment by the Trustee. No
sale or other disposition of any shares of stock of Donnelley (other
than a distribution to a beneficiary hereunder) shall be made by the
Trustee unless (i) if no individual Trustee is acting, a majority of
my children who are then living and not under legal disability shall
consent thereto, or (ii) if an individual Trustee is acting, a
majority of the individual Trustees at the time acting shall consent
thereto. Except at any time when my children and all the individual
Trustees have relinquished their powers pursuant to the preceding
sentence, the corporate Trustee need not review the appropriateness of
retaining stock of Donnelley, and the corporate Trustee shall not be
liable for any loss sustained by any trust occasioned by the
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 28 of 30 Pages
AMENDMENT NO. 2
retention of Donnelley stock in accordance with this paragraph."
25. DOROTHY R. DONNELLEY 1992 TRUST AGREEMENT FOR RANNEY FAMILY MEMBERS
-------------------------------------------------------------------
NTC is the Trustee of twenty-four separate trusts created by Mrs.
Dorothy R. Donnelley, as Grantor, under the Dorothy R. Donnelley 1992 Trust
Agreement For Ranney Family Members which was executed on December 30,
1992.
Set forth below are excerpts from the Dorothy R. Donnelley 1992
Trust Agreement For Ranney Family Members relating to the power of the
Grantor's children [i.e., the Reporting Persons] to appoint individual
Trustees and to remove the corporate Trustee:
"By written instrument signed by all of my children who are
then living and not under legal disability, my children shall have
power to appoint one or more individual Trustees (including any child
or children of mine) and a successor or succession of individual
Trustees; provided that I may not be appointed a Trustee."
"A majority of the individual Trustees or, if none, a
majority of my children who are then living and not under legal
disability may, by written instrument, remove a corporate Trustee of
any trust hereunder on ten days' written notice and appoint another
corporation to fill the vacancy, such removal to be effective upon
receipt by the removed Trustee of written acceptance of office by a
successor corporate Trustee."
Set forth below are excerpts from the Dorothy R. Donnelley 1992
Trust Agreement For Ranney Family Members relating
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 29 of 30 Pages
AMENDMENT NO. 2
to the retention, transfer or voting of the Common Stock held by the trust.
"... the Trustee ... shall have the following powers ...:
(a) To retain any property ..., irrespective of the extent of
diversification or any law or rule of court concerning trust
investments; (b) To invest and reinvest in stocks, bonds, mortgages,
notes, commercial paper, mutual funds, common trust funds, undivided
interests or other property of any kind, real or personal, although
not of a type traditionally considered proper for trust investments
and irrespective of the extent of diversification or any law or rule
of court concerning trust investments, and to exercise any option to
purchase property; ... (d) To vote in person or by general or limited
proxy, or refrain from voting, any corporate securities for any
purpose; to exercise or sell any subscription or conversion rights; to
consent to and join in or oppose any voting trusts, reorganizations,
consolidations, mergers, foreclosures and liquidations and in
connection therewith to deposit securities and accept and hold other
securities or property received therefor; ... (f) To borrow money
..., extend or renew any existing indebtedness and mortgage, pledge or
otherwise encumber any property; (g) To sell at public or private
sale, contract to sell, grant options to purchase, convey, exchange,
transfer and otherwise deal with any property for such price and upon
such terms as the Trustee deems advisable; ... (q) To perform other
acts necessary or appropriate for the proper administration of any
trust, execute and deliver necessary instruments and give full
receipts and discharges."
"I specifically authorize and direct the Trustee to hold and
retain all shares of common stock of R.R. Donnelley & Sons Company
('Donnelley') at any time constituting a part or all of the assets of
any trust hereunder, it being my belief that such shares of stock
shall at all times constitute a proper investment by the Trustee. No
sale or other disposition of any shares of stock of Donnelley (other
than a distribution to a beneficiary hereunder) shall be made by the
Trustee unless (i) if no individual Trustee is acting, a majority of
my children who are then living and not under legal disability shall
consent thereto, or (ii) if an individual Trustee is acting, a
majority of the individual Trustees at the time acting shall consent
thereto. Except at any time when my children and all the individual
Trustees have relinquished their powers
<PAGE>
CUSIP NO. 257867101 SCHEDULE 13D Page 30 of 30 Pages
AMENDMENT NO. 2
pursuant to the preceding sentence, the corporate Trustee need not
review the appropriateness of retaining stock of Donnelley, and the
corporate Trustee shall not be liable for any loss sustained by any
trust occasioned by the retention of Donnelley stock in accordance
with this paragraph."
