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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)*
RR DONNELLEY & SONS CO.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
257867101
(CUSIP Number)
MAY 30, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 257867101 13G PAGE 2 OF 5 PAGES
- ------------------- -----------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION OF ABOVE PERSON
OPPENHEIMER CAPITAL (IRS NO. 13-3413767)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,599,034
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
-0-
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
13,599,034
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,599,034
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
2
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ITEM 1 (a) NAME OF ISSUER:
RR Donnelley & Sons Co.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
77 West Wacker Drive
Chicago, Illinois 60601
ITEM 2 (a) NAME OF PERSON FILING:
OPPENHEIMER CAPITAL
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Oppenheimer Tower, World Financial Center
New York, New York 10281
(c) CITIZENSHIP:
Not Applicable.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
257867101
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act;
(e) [X] Investment adviser registered under Section 203 of the
Investment Advisors Act of 1940;
(f) [ ] Employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company or control person, in
accordance with 13d-1(b)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. [ ]
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ITEM 4 OWNERSHIP.
(a) Amount beneficially owned: 13,599,034**
(b) Percent of Class: 10.4
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote: 13,599,034**
(iii) Sole power to dispose or direct the disposition of: -0-
(iv) Shared power to dispose or direct the disposition
of: 13,599,034**
**This report is being filed on behalf of Oppenheimer Capital, a
Delaware general partnership and/or certain investment advisory clients or
discretionary accounts relating to their collective beneficial ownership of
shares of common stock of the Issuer. Oppenheimer Capital is a registered
investment adviser under Section 203 of the Investment Advisers Act of 1940.
As a result of its role as investment adviser Oppenheimer may be deemed to
be the beneficial owner of the securities of the Issuer. Oppenheimer Capital
has the sole power to dispose of the shares and to vote the shares under its
written guidelines established by its Management Board.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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 five percent of the class of securities, check the following [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No one client owns more than five percent of the securities of the
Issuer.
ITEM 7 IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8 IDENTIFICATION AND CLARIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
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ITEM 10 CERTIFICATION.
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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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.
Date: June 2, 1999
/s/ DEBORAH KABACK
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Senior Vice President
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