DONNELLEY R R & SONS CO
SC 13G/A, 1996-02-13
COMMERCIAL PRINTING
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                                                                           Pg. 1





                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 18)



                         R. R. Donnelley & Sons Company
                         ------------------------------
                                (Name of Issuer)


                            Common Stock, $1.25 Par
                            -----------------------
                         (Title of Class of Securities)


                                   257867101
                                   ---------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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.)
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- -----------------------                                  ---------------------
  CUSIP NO. 257867101             13G                      PAGE 2 OF 6 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                                                                                
            NORTHERN TRUST CO. 36-1561860
            NORTHERN TRUST BANK OF FLORIDA 36-2798553
            NORTHERN TRUST CORPORATION 36-2723087
            NORTHERN TRUST BANK OF ARIZONA 59-0258165

- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 2                                                             
            NOT APPLICABLE                                      (a) [_]
                                                                (b) [_] 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4                                          
            NORTHERN TRUST CORPORATION--A DELAWARE CORPORATION WITH
            PRINCIPAL OFFICES IN CHICAGO, ILLINOIS

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5                                                       
     NUMBER OF                  
                              10,100,383
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6       
                          
     OWNED BY                  2,576,123
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7       
    REPORTING             
                               5,143,910
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8       
                               9,735,909
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9                           
           16,454,020  
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10           
 
           NOT APPLICABLE
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11           
             
             10.71   
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON
12           
      
           NORTHERN TRUST CORPORATION  HC
- ------------------------------------------------------------------------------

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                                                                           Pg. 3



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

             SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934

Check the following box if a fee is being paid with statement [_].

1. (a)  R. R. Donnelley & Sons Company
        ------------------------------
        (Name of Issuer)

   (b)  77 West Wacker Drive, Chicago, Ill. 60601-1696
        ----------------------------------------------
        (Address of Issuer's Principal Executive Office)

2. (a)  Northern Trust Corporation
        --------------------------
        (Name of Person Filing)

   (b)  50 South LaSalle Street, Chicago, Illinois 60675
        ------------------------------------------------
        (Address of Person Filing)
 
   (c)  U.S. (Delaware Corporation)
        ---------------------------
        (Citizenship)
 
   (d)  Common Stock, $1.25 Par
        -----------------------
        (Title of Class of Securities)
 
   (e)  257867101
        ---------
        (CUSIP Number)

3. This statement is being filed by Northern Trust Corporation as a Parent
   Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).
 
4. (a)  16,454,020
        ----------
        (Amount Beneficially Owned)
 
   (b)  10.71
        -----
        (Percent of Class)

   (c)  Number of shares as to which such person has:
 
        (i)    10,100,383
               ----------
           (Sole Power to Vote or to Direct the Vote)
 
        (ii)   2,576,123
               ---------
           (Shared Power to Vote or to Direct the Vote)
 
        (iii)  5,143,910
               ---------
           (Sole Power to Dispose or Direct Disposition)

        (iv)   9,735,909
               ----------
           (Shared Power to Dispose or Direct Disposition)
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5.  If this statement is being filed to report the fact that as of the date
    hereof the reporting person has ceased to be the beneficial owner of more
    than 5 percent of the class of securities, check the following: [_]

6.  Statement regarding ownership of 5 percent or more on behalf of another
    person:



7.  Parent Holding Company reporting on behalf of the following subsidiaries,
    all of which are banks as defined in Section 3(a) (6) of the Act:

    The Northern Trust Company       Northern Trust Bank of Arizona
    50 South LaSalle Street          2398 East Camelback Road
    Chicago, IL  60675               Phoenix, AZ  85016

    Northern Trust Bank of Florida N.A.
    700 Brickell Avenue
    Miami, FL  33131

8.  Identification and Classification of Members of the Group.

                                Not Applicable.

9.  Notice of Dissolution of Group.

                                Not Applicable.

10. By signing below I certify that, to the best of my knowledge and belief, the
    securities referred to above were acquired in the ordinary course of
    business and were not acquired for the purpose of and do not have the effect
    of changing or influencing the control of the issuer of such securities and
    were not acquired in connection with or as a participant in any transaction
    having such purpose or effect.
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                                                                           Pg. 5



   After reasonable 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.


                                    NORTHERN TRUST CORPORATION

       
                                    By:  Perry R. Pero
                                         -------------

DATED:  2-14-96                     As its:  Sr. Executive Vice President
        -------                              ----------------------------
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                                                                           Pg. 6

                            EXHIBIT TO SCHEDULE 13G
                      FILED BY NORTHERN TRUST CORPORATION


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549-1004
Attention: Filing Desk, Stop 1-4

                      RE:  R. R. Donnelley & Sons Company
                          -------------------------------

   Pursuant to the requirement of 240.13d-1(e) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G to which this exhibit is
attached is filed on behalf of Northern Trust Corporation and of its
subsidiary(ies), as stated below, regarding our respective beneficial ownership
in the above-captioned equity security.

                              NORTHERN TRUST CORPORATION


                              By:  Perry R. Pero
                                   -------------

DATED:  2-14-96                     As its:  Sr. Executive Vice President
        -------                              ----------------------------


The NORTHERN TRUST COMPANY

By: Perry R. Pero
- -----------------
As its Sr. Executive Vice President
      -----------------------------

THE NORTHERN TRUST BANK OF ARIZONA, NA
THE NORTHERN TRUST BANK OF FLORIDA, NA
   
By: Barry G. Hastings
- ---------------------
As its Authorized Representative
      --------------------------


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