UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Consent Revocation Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Consent Revocation Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material under Rule 14a-12 |
R. R. DONNELLEY & SONS COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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SLIDE ONE
RR Donnelley and Moore Wallace
The Printing Company of the Future
November 10, 2003
| [LOGO] RR Donnelley | [LOGO] Moore Wallace |
SLIDE TWO
Forward-Looking Statements
Spoken and written statements made in this presentation including, but not limited to, statements regarding the opportunities and challenges related to the integration of the two companies; expectations of future results as a combined entity; the ability to identify and achieve cost savings; and future demand for the Company’s products and services and other statements regarding matters that are not historical facts, are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995).
Such forward-looking statements are based on current expectations and include assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied thereby. You are encouraged to read the companies’ periodic filings with the U.S. Securities and Exchange Commission (“SEC”), including the most recently filed Form 10-Ks and 10-Qs for both RR Donnelley & Sons and Moore Wallace. These filings discuss in full factors that could cause actual results to differ from those made in any forward-looking statements and can be found on the companies’ web sites (www.rrdonnelley .com and www.moorewallace.com); EDGAR filings can be found on the SEC’s web site at www.sec.gov and SEDAR filings at www.sedar.com.
Forward-looking statements included herein speak only as of the date of this presentation, and the Company disclaims any obligation to revise or update such statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events or circumstances.
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SLIDE THREE
Powerful Combination
The RR Donnelley and Moore Wallace
transaction combines two industry leaders
with highly complementary products and services
to form the
world’s premier full-service global printer.
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SLIDE FOUR
Transaction Highlights
| Transaction |
—All-stock transaction with total value of approx. $6 billion* |
| Structure |
—Fixed exchange ratio of 0.63, or $17.66* for each MWI share |
*Based on the closing price of RR Donnelley on 11/07/03
| Ownership |
—Approximately 53% RR Donnelley shareholders / 47% Moore Wallace shareholders |
| Accretion |
—Expected to be accretive to earnings in the first full year of operations excluding the impact of transaction-related charges |
| Name/Listing |
—Combined company will be called RR Donnelley and will trade under ticker “DNY” |
| Dividend |
—Fully intend to maintain current annual dividend of $1.04 per share |
| Credit Rating |
—Expect to maintain an investment grade credit rating |
| BOD |
—8 directors from RR Donnelley; 7 directors from Moore Wallace |
| Headquarters |
—Chicago |
| Closing Date |
—Expected close in first quarter 2004 |
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SLIDE FIVE
Enhanced Financial Profile
—Combined market cap of approx. $6 billion
—Combined 2003 pro forma revenue of approx. $8 billion
—Combined 2003 pro forma EBITDA of approx. $1 billion
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—Combined total debt of approx. $1.9 billion
—Combined debt/EBITDA ratio of 1.9x
Non-GAAP results are not considered to be in accordance with, or a substitute for, GAAP results and are not intended to be an indication of future operating performance and may not be comparable to pro forma results of other entities. EBITDA is defined as earnings before interest, taxes, depreciation and amortization.
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SLIDE SIX
Strategic Rationale
—Pre-eminent global commercial printing and communications services company
—Leading position in North America
—Strong platforms in Europe, Asia & Latin America
—A balanced, diversified printing platform, by product, industry vertical and geography
—Industry-leading positions across business segments
—Significant cost savings and revenue synergy opportunities
—Cost savings of at least $100 million on annualized basis in the first 12 to 24 months after the closing
—Enhanced revenue opportunities by cross-selling complementary product offering to expanded blue chip customer base
—Solid credit profile, strong balance sheet and substantial cash flow
—Combined company will leverage depth of operating, industry and financial experience and expertise
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SLIDE SEVEN
Complementary Strengths
RR Donnelley
—Brand & reputation
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—Asset productivity/continuous improvement
—Long-run printing platform
—Highly contractual revenue base
—Strong financial position
Moore Wallace
—Blue-chip Fortune 500 clients
—Proven cross-selling success
—Rigorous focus on costs
—Significant cash flow
—Extensive experience in acquisitions/integration
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SLIDE EIGHT
The Printing Company of the Future
$8 billion combined annual revenue
[Pie Chart]
| Magazine/Catalogs/Retail |
21 | % | |
| Books |
9 | % | |
| Telecoms |
7 | % | |
| Forms |
8 | % | |
| Supplies |
4 | % | |
| Labels |
5 | % | |
| Warehouse Management Technology |
3 | % | |
| International |
6 | % | |
| Logistics |
12 | % | |
| Outsourcing/Print Fulfillment |
6 | % | |
| Commercial |
8 | % | |
| Financial Services |
5 | % | |
| Direct Mail |
6 | % |
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SLIDE NINE
Blue Chip Global Customer Relationships
[Customer Logos]
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SLIDE TEN
Leading Positions in Key Worldwide Markets
[U.S. Map Indicating Moore Wallace and RR Donnelley Business Locations]
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SLIDE ELEVEN
Leading Positions in Key Worldwide Markets
[International Map]
LATIN AMERICA
ARGENTINA
Buenos Aires
BRAZIL
Sao Paulo
Indaiatuba
Rio de Janeiro
CHILE
Santiago
MEXICO
Mexico City
Revnosa
San Juan del Rio
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EUROPE
AUSTRIA
Aldrans
UNITED KINGDOM
London
Goldsborough
Flaxby Moor
GERMANY
Bremen
Dortmund
Laupheim
Frankfurt am Main
IRELAND
Dublin
LUXEMBOURG
NETHERLANDS
Amsterdam
POLAND
Krakow
Warsaw
RUSSIA
Moscow
ASIA PACIFIC
CHINA
Beijing
Shanghai
Shenzhen
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SLIDE TWELVE
Compelling Cost and Revenue Synergies
—Expect to generate cost savings of at least $100M on annualized basis in the first 12 to 24 months from:
—Elimination of duplicative administrative and infrastructure costs
—Procurement savings
—Asset rationalization and optimization
—Significant revenue synergies through cross selling of product portfolios to expanded customer base
—Rigorous capital management discipline
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SLIDE THIRTEEN
“All Star” Industry-Leading Management Team
—Strong focus on generating growth and shareholder value while delivering highest levels of customer service
—Combined management team brings together industry’s top talent
—Disciplined cost managers
—Significant industry experience & proven operating expertise
—Key business heads supported by deep bench, talented workforce
—Highly-experienced acquirers and integrators
Page 13
SLIDE FOURTEEN
Closing and Integration Plan
—Expected close in first quarter 2004
—Subject to approval by:
—RR Donnelley and Moore Wallace shareholders
—Canadian court-approved Plan of Arrangement (similar to merger) under Canadian corporate law
—U.S. and Canadian regulatory approvals
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—Integration effort to include top-level professionals from both companies
—Integration planning process well under way
Page 14
SLIDE FIFTEEN
A Combination to Create Shareholder Value
Increased Shareholder Value
Improved returns, lower costs, higher profitability
Expanded global scale
Increased financial strength
Enhanced revenue opportunities
Experienced management team
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SLIDE SIXTEEN
Important Notice
This communication is not a solicitation of a proxy from any security holder of Moore Wallace or RR Donnelley. Moore Wallace and RR Donnelley intend to file a Joint Management Information Circular and Proxy Statement regarding the proposed transaction with the U.S. Securities and Exchange Commission (SEC) and the securities commissions or equivalent regulatory authorities in Canada. WE URGE INVESTORS IN RR DONNELLEY AND MOORE WALLACE TO CAREFULLY READ THE JOINT MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT RR DONNELLEY, MOORE WALLACE AND THE PROPOSED TRANSACTION. Investors will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov <http://www.sec.gov>, and at the website of the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrator at www.sedar.com. Documents filed with the SEC by RR Donnelley will be available free of charge from Investor Relations, RR Donnelley, 77 West Wacker Drive, Chicago, IL 60601, Tel. (312) 326-8926. In addition, documents filed with the SEC by Moore Wallace will be available free of charge from Moore Wallace, One Canterbury Green, Stamford, CT 06901, Attention: Investor Relations, Tel. (203) 406-3749.
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RR Donnelley, Moore Wallace and their executive officers and directors may be deemed to be participants in the solicitation of proxies from RR Donnelley and Moore Wallace security holders in favor of the proposed transaction. Information regarding the security ownership and other interests of RR Donnelley’s and Moore Wallace’s executive officers and directors will be included in the Joint Management Information Circular and Proxy Statement.
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