<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Amendment No. 2/Final Amendment to
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)
WORLD COLOR PRESS, INC.
(now known as Quebecor World (USA) Inc.)
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title Of Class Of Securities)
98144310-4
(CUSIP Number of Class of Securities)
LOUIS SAINT-ARNAUD
VICE PRESIDENT, LEGAL AFFAIRS & SECRETARY
QUEBECOR PRINTING INC.
612 SAINT-JACQUES STREET
MONTREAL, QUEBEC, CANADA
H3C 4M8
(514) 954-0101
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
WITH A COPY TO:
JOHN A. WILLETT, ESQ.
ARNOLD & PORTER
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4690
(212) 715-1000
October 8, 1999
(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 the
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ].
(Continued on following pages)
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CUSIP NO. 98144310
1 NAMES OF REPORTING PERSONS QUEBECOR PRINTING INC.
IRS IDENTIFICATION NOS OF ABOVE PERSONS NOT APPLICABLE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 10
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 10
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
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CUSIP NO. 98144310
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS PRINTING ACQUISITION INC.
IRS IDENTIFICATION NOS OF ABOVE PERSONS 51-0391534
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 10
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 10
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2/Final Amendment amends and supplements the
statement on Schedule 13D (the "Schedule 13D") filed on August 9, 1999 by
Quebecor Printing Inc. ("Quebecor Printing"), a company amalgamated under the
laws of Canada, and Printing Acquisition Inc. ("Printing Acquisition"), a
Delaware corporation and an indirect wholly-owned subsidiary of Quebecor
Printing.
The Schedule 13D is hereby amended and supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On October 8, 1999, following stockholder approval at a special
meeting, Printing Acquisition merged (the "Merger") with World Color Press,
Inc., a Delaware corporation ("Word Color"), with World Color being the
surviving corporation and continuing as a wholly-owned subsidiary of Quebecor
Printing under the name Quebecor World (USA) Inc. As a result of the Merger,
holders of the outstanding 18,856,807 shares of World Color common stock
received 1.2685 subordinated voting shares of Quebecor Printing and $8.18 in
cash for each share of World Color common stock outstanding as of the effective
time of the Merger. All of the outstanding World Color common stock was
cancelled in the Merger. The ten outstanding shares of Printing Acquisition
common stock were converted into ten shares of the surviving corporation,
Quebecor World (USA) Inc. A Form 15 Certification and Notice of Termination of
Registration regarding the World Color common stock was filed with the
Securities and Exchange Commission on October 8, 1999. The full text of the
press release issued by Quebecor Printing on October 8, 1999, announcing the
Merger attached hereto as Exhibit (a)(12) is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a)(12) Text of Press Release issued on October 8, 1999.
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SIGNATURES
After due 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.
October 13, 1999
QUEBECOR PRINTING INC.
By: /s/ Christian M. Paupe
-----------------------
Name: Christian M. Paupe
Title: Executive Vice President
PRINTING ACQUISITION INC.
By: /s/ Christian M. Paupe
----------------------
Name: Christian M. Paupe
Title: Treasurer
<PAGE>
Exhibit (a)(12)
October 8, 1999 17/99
FOR IMMEDIATE RELEASE Page 1 of 2
QUEBECOR PRINTING COMPLETES MERGER
WITH WORLD COLOR PRESS
MONTREAL - Quebecor Printing Inc. announced today that it has completed the
previously announced merger with Greenwich, Connecticut-based World Color Press,
Inc. The combined new company is the largest commercial printer in the world,
serving customers in magazines, catalogs, books, retail inserts and circulars
and specialty/direct mail printing.
The merger, approved today at a meeting of World Color stockholders, is the
second step in a two step acquisition. In the first step, Quebecor Printing's
wholly owned subsidiary, Printing Acquisition Inc., purchased approximately
50.4% of World Color's share through a cash tender offer. In this second step,
each share of World Color common stock not purchased in the tender offer will be
exchanged for 1.2685 Quebecor Printing subordinate voting shares and US $8.18 in
cash.
As a result of this transaction, Quebecor Printing will issue approximately 25
million subordinate voting shares, including assumption of options to purchase
World Color Press common stock. Following completion, the total number of
Quebecor Printing shares outstanding will be approximately 147 million.
World Color, which was renamed Quebecor World (USA) Inc., will continue as a
wholly owned subsidiary of Quebecor Printing. Quebecor Printing intends to seek
approval from its shareholders at its next annual meeting to be held in April
2000, to change its name to Quebecor World Inc.
"Today marks the final step in achieving our goal to become the world's largest
commercial printer. We are excited about the benefits of this merger for all of
our stakeholders," said Charles G. Cavell, President and CEO of Quebecor
Printing.
"This merger brings together two industry leaders, both of which have much to
offer one another. We are impressed by the degree of synergy that is available
and are working to ensure that we combine the best of both organizations,"
commented Marc Reisch, Chairman, President and CEO of Quebecor World North
America.
<PAGE>
October 8, 1999 17/99
FOR IMMEDIATE RELEASE Page 2 of 2
Quebecor Printing Inc. (NYSE: PRW, ME: IQI, TSE:IQI) is a diversified global
commercial printing company. Following its merger with World Color Press, it is
now the largest commercial printer in the world. The Company is a leader in most
of its major product categories, which include magazines, inserts and circulars,
books, catalogs, specialty printing and direct mail, directories, related
services and CD-ROM mastering and replicating. The Company has over 43,000
employees working in more than 170 printing and related facilities in the United
States, Canada, France, the United Kingdom, Spain, Germany, Sweden, Finland,
Chile, Argentina, Peru, Columbia, Mexico and India.
- 30 -
Note to Editors: For further detail on the World Color acquisition, please
consult Quebecor Printing News Release issued July 12, 1999.
For further information:
Christian M. Paupe Angela Olsen
Executive Vice President Director, Corporate Communications
Quebecor Printing Inc. Quebecor Printing Inc.
Tel: (514) 954-0101 Tel: (514) 877-5317
(800) 567-7070 (800) 567-7070
