UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. ___)*
Moore Corporation Limited
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
615785102
-----------------------------
(CUSIP Number)
R. Theodore Ammon
Chancery Lane Capital, LLC
3 East 54th Street, Suite 1700
New York, NY 10022
(212) 521-1600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2000
-----------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
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 (the "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).
Page 1 of 14 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 615785102 Page 2 of 11 Pages
--------------- ------ -------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Chancery Lane/GSC Investors L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 21,692,307
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,692,307
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,692,307
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 615785102 Page 3 of 11 Pages
--------------- ------ -------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CLGI, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 21,692,307
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,692,307
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,692,307
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 615785102 Page 4 of 11 Pages
--------------- ------ -------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R. Theodore Ammon
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 21,692,307
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,692,307
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,692,307
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Shares, no par value (the "Common
Shares"), of Moore Corporation Limited, a corporation organized under the laws
of Ontario, Canada (the "Issuer"), which are issuable upon conversion of the
8.70% Subordinated Convertible Debenture of the Issuer (the "Debentures")
directly owned by Chancery Lane/GSC Investors L.P. (the "Partnership"). The
principal executive offices of the Issuer are located at 1 First Canadian Place,
P.O. Box 78, Toronto, Ontario, M5X 1G5, Canada.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed jointly by the Partnership, CLGI, Inc. ("CLGI")
and R. Theodore Ammon ("Mr. Ammon"). The Partnership is a limited partnership
organized under the laws of the State of Delaware. CLGI, the sole general
partner of the Partnership, is a corporation incorporated under the laws of the
State of Delaware. The principal business of the Partnership is investment in
the Debentures. The principal business of CLGI is to serve as the general
partner of the Partnership. The principal business address and principal office
of both the Partnership and CLGI is 3 East 54th Street, Suite 1700, New York, NY
10022. Mr. Ammon is the sole shareholder of CLGI. His business address is the
same as that of the Partnership. Mr. Ammon is a private investor and is a United
States citizen.
During the last five years, none of the reporting persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been 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.
The partners of the Partnership are as follows:
General Partner
---------------
CLGI, Inc.
Class A Limited Partners ("Class A Limited Partners")
-----------------------------------------------------
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
Class B Limited Partners ("Class B Limited Partners")
-----------------------------------------------------
Chancery Lane MIC, L.P.
Greenwich Street Capital Partners II, L.P.
GSCP Offshore Fund, L.P.
Greenwich Fund, L.P.
<PAGE>
Greenwich Street Employees Fund, L.P.
TRV Executive Fund, L.P.
BTIP/Berenson Minella
DB Capital Investors, L.P.
Mark Alan Angelson 1997 Trust
Roger Altman
Austin Beutner
Robert Burton
James E. Lillie
Robert B. Lewis
Thomas Quinlan, III
Mark Hiltwein
Robert Burton, Jr.
Michael Burton
CLGI, Inc.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 21, 2000, the Partnership purchased the Debentures for an
aggregate purchase price of $70,500,000. As of December 21, 2000, the Debentures
were convertible into 21,692,307 Common Shares at a rate of $3.25 per share,
subject to adjustment as described in the Debentures. Those Common Shares
represented (on December 21, 2000) 19.7% of the outstanding Common Shares
(assuming conversion in full of the Debentures). The source of funds for the
purchase of the Debentures was the purchase of partnership interests in the
Partnership by CLGI (its general partner) and the limited partners.
The Debentures were purchased by the Partnership pursuant to the
Debenture Purchase Agreement dated as of December 12, 2000 by and between the
Issuer and the Partnership. The Debenture Purchase Agreement and the Debentures
are attached hereto as Exhibits 1 and 2, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership purchased the Debentures for investment purposes.
Pursuant to the Debenture Purchase Agreement, the Issuer caused Mr. Ammon to be
appointed as of December 21, 2000 as a member of the Board of Directors of the
Issuer for the current term of the Issuer's Board of Directors and the Issuer
also agreed to cause Mr. Ammon's nomination for election to the Board of
Directors at each subsequent meeting of the Issuer's shareholders to elect
directors. In addition, pursuant to the Debenture Purchase
<PAGE>
Agreement, the Issuer caused Alfred C. Eckert III, a managing member of the
general partner of certain limited partners of the Partnership, and Robert G.
Burton, a limited partner of the Partnership, to be appointed as of December 21,
2000 as additional members of the Issuer's Board of Directors for the current
term of the Issuer's Board of Directors and the Issuer also agreed to cause
their nominations for election to the Board of Directors at each subsequent
meeting of the Issuer's shareholders to elect directors. Pursuant to the
Debenture Purchase Agreement, Mr. Burton also became the Chief Executive Officer
of the Issuer concurrently with his appointment to the Issuer's Board of
Directors. In connection with the Partnership's purchase of the Debentures, two
additional independent directors were appointed to the Issuer's Board of
Directors.
As a director of the Issuer, Mr. Ammon will participate in meetings of
the Board of Directors of the Issuer and in the course of such participation may
from time to time participate in matters to develop or suggest plans or
proposals which relate to or would result in any of the actions or transactions
enumerated in Item 4, clauses (a)-(j), of Schedule 13D.
Other than as set forth in this item 4 and in items 5 and 6 of this
statement on Schedule 13D, the reporting persons do not have any plans or
proposals which relate to or would result in any of the actions or transactions
enumerated in Item 4, clauses (a) through (j), of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Partnership directly owns all the Debentures. The Partnership does
not own any Common Shares, but because the Debentures were (as of December 21,
2000) convertible into 21,692,307 Common Shares, the Partnership may be deemed
to beneficially own such Common Shares. Those Common Shares represent
approximately 19.7% of the outstanding Common Shares of the Issuer, based on a
total of 88,456,940 Common Shares outstanding as of December 21, 2000. The
Partnership may be deemed to have shared power to vote or direct the vote and
shared power to dispose or direct the disposition of 21,692,307 Common Shares.
CLGI, as the general partner of the Partnership, and Mr. Ammon, as the
sole shareholder of CLGI, may be deemed to beneficially own the 21,692,307
Common Shares, or 19.7%, owned by the Partnership and to have shared power to
vote or direct the vote and shared power to dispose or direct the disposition of
those Common Shares.
<PAGE>
The only transaction by the reporting persons in the Common Shares was
the purchase of the Debentures described in Item 3.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Partnership has entered into the Registration Rights Agreement,
dated as of December 21, 2000, between the Partnership and the Issuer, providing
for the registration or qualification of Common Shares issuable upon conversion
of the Debentures. The Partnership and CLGI have entered into the Standstill
Agreement, dated as of December 21, 2000, among the Partnership, CLGI and the
Issuer, providing for restrictions on additional purchases of securities of the
Issuer and other matters relating to control of the Issuer. The Partnership,
CLGI and certain limited partners of the Partnership have entered into the
Restricted Securities Agreement, dated as of December 12, 2000, providing for
transfer restrictions on the Common Shares issuable upon conversion of the
Debentures and for certain "tag along" rights of the partners and rights of
first refusal (conditioned on a transferring limited partner first obtaining a
bona fide third party offer to purchase the transferring limited partner's
Common Shares). Also pursuant to the Restricted Securities Agreement, Chancery
Lane MIC, L.P., one of the limited partners of the Partnership, is entitled to
utilize one of the two demand registration rights provided to the Partnership
pursuant to the Registration Rights Agreement. CLGI, the Class A Limited
Partners and Class B Limited Partners have entered into the Limited Partnership
Agreement of the Partnership, dated as of December 12, 2000, that provides,
among other things, for certain rights of the Class A Limited Partners to
require the Partnership to exchange Debentures or Common Shares for Class A
Limited Partnership interests and for the distribution among the partners of
Partnership assets. The Registration Rights Agreement, Standstill Agreement,
Restricted Securities Agreement and Limited Partnership Agreement are attached
hereto as exhibits (see Item 7).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1. Debenture Purchase Agreement, dated as of December 12, 2000,
between Moore Corporation Limited and Chancery Lane/GSC Investors
L.P.
Exhibit 99.2. 8.70% Subordinated Convertible Debenture due June 30, 2009 of
Moore Corporation Limited
Exhibit 99.3. Registration Rights Agreement, dated as of December 21, 2000,
between Moore Corporation Limited and Chancery Lane/GSC Investors
L.P.
Exhibit 99.4. Standstill Agreement, dated as of December 21, 2000, among
Chancery Lane/GSC Investors L.P., CLGI, Inc. and Moore Corporation
Limited.
Exhibit 99.5. Restricted Securities Agreement, dated as of December 12, 2000,
among Chancery Lane/GSC Investors L.P., Greenwich Street Capital
Partners II, L.P. and the other investors named therein.
Exhibit 99.6. Limited Partnership Agreement of Chancery Lane/GSC Investors L.P.,
dated as of December 12, 2000.
Exhibit 99.7. Agreement regarding the joint filing of this statement.
<PAGE>
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.
January 10, 2001 CHANCERY LANE/GSC INVESTORS L.P.
By CLGI, INC., its general partner:
By: /s/ R. Theodore Ammon
-------------------------------------
R. Theodore Ammon
Chairman
CLGI, INC.
By: /s/ R. Theodore Ammon
------------------------------------
R. Theodore Ammon
Chairman
R. THEODORE AMMON
/s/ R. Theodore Ammon
----------------------------------
<PAGE>
EXHIBIT INDEX
Exhibit 99.1. Debenture Purchase Agreement, dated as of December 12, 2000,
between Moore Corporation Limited and Chancery Lane/GSC Investors
L.P.
Exhibit 99.2. 8.70% Subordinated Convertible Debenture due June 30, 2009 of
Moore Corporation Limited.
Exhibit 99.3. Registration Rights Agreement, dated as of December 21, 2000,
between Moore Corporation Limited and Chancery Lane/GSC Investors
L.P.
Exhibit 99.4. Standstill Agreement, dated as of December 21, 2000, among
Chancery Lane/GSC Investors L.P., CLGI, Inc. and Moore Corporation
Limited.
Exhibit 99.5. Restricted Securities Agreement, dated as of December 12, 2000,
among Chancery Lane/GSC Investors L.P., Greenwich Street Capital
Partners II, L.P. and the other investors named therein.
Exhibit 99.6. Limited Partnership Agreement of Chancery Lane/GSC Investors L.P.,
dated as of December 12, 2000.
Exhibit 99.7. Agreement regarding the joint filing of this statement.
