-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EWqXFRNIVpHhbqDVy/e/DyxSmu5wGvBRXRXzr0mHc2hyRSNg89G9L2toIrs5HKw/ ppYxkVq9Idjtn2nwfdZLNA== 0000950131-94-000381.txt : 19940325 0000950131-94-000381.hdr.sgml : 19940325 ACCESSION NUMBER: 0000950131-94-000381 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940324 19940412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R R & SONS CO CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: 2750 IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52805 FILM NUMBER: 94517713 BUSINESS ADDRESS: STREET 1: 77 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123268000 MAIL ADDRESS: STREET 1: 77 W. WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 S-8 1 FORM S-8 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- R. R. DONNELLEY & SONS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-1004130 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 77 WEST WACKER DRIVE 60601 CHICAGO, ILLINOIS (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) DONNELLEY SHARES STOCK OPTION PLAN (FULL TITLE OF THE PLAN) DAVID C. HART VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY R. R. DONNELLEY & SONS COMPANY 77 WEST WACKER DRIVE CHICAGO, ILLINOIS 60601 (NAME AND ADDRESS OF AGENT FOR SERVICE) (312) 326-8000 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - ----------------------------------------------------------------------------------------- 6,000,000 Common Stock, $1.25 par value.... shares(1) $31.00(2)(3) $186,000,000(3) $64,137.93 - ----------------------------------------------------------------------------------------- Preferred Stock Purchase Rights.. (4) (4) (4) $100.00(4) - -----------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) Also registered hereby are such additional and indeterminable number of shares as may become issuable because of the provisions of the Plan relating to adjustments for changes resulting from stock dividends, stock splits and similar changes. (2) The offering price per share will be determined by reference to the market price of the stock when the shares are purchased. (3) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock of the Company reported in the consolidated reporting system on March 21, 1994. (4) Rights are initially carried and traded with the Common Stock of the Company. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock. The fee paid represents the minimum statutory fee pursuant to Section 6(b) of the Securities Act of 1933, as amended. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by R. R. Donnelley & Sons Company (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) The Company's latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in (a) above; (c) The description of the Common Stock, par value $1.25 per share, of the Company which is contained in a registration statement filed under Section 12 of the 1934 Act, including any amendment or report filed for the purpose of updating such description; and (d) The description of the Preferred Stock Purchase Rights of the Company contained in a registration statement filed under Section 12 of the 1934 Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Reference is made to Section 145 of the Delaware General Corporation Law which provides for indemnification of directors and officers in certain circumstances. Article Twelfth of the Company's Certificate of Incorporation, which Certificate was filed as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 1993, is incorporated herein by reference. The Company has purchased liability insurance covering its directors and officers to provide protection in certain circumstances where the Company cannot indemnify a director or officer, in addition to protection by the Company in certain circumstances where a director or officer may be indemnified by the Company under the provisions of Delaware law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-1 ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION ------- ----------- 4(a) Certificate of Incorporation of the Company (incorporated by reference to the Company's Form 10-Q for the quarter ended March 31, 1993) 4(b) Certificate of Stock Designation filed as Exhibit A to the Rights Agreement dated July 24, 1986 between the Company and Morgan Shareholder Services Trust Company (incorpo- rated by reference to exhibit to Form SE filed on July 31, 1986) 4(c) Rights Agreement dated July 24, 1986 between the Company and Morgan Shareholder Services Trust Company (incorpo- rated by reference to exhibit to Form SE filed on July 31, 1986) 4(d) First Amendment to Rights Agreement dated as of March 24, 1988 between the Company and Morgan Shareholder Services Trust Company (incorporated by reference to exhibit to Form SE filed on May 10, 1988) 5 Opinion of David C. Hart 23(a) Consent of Arthur Andersen & Co. 23(b) Consent of David C. Hart (contained in Exhibit 5 hereto) 24 Powers of Attorney
ITEM 9. UNDERTAKINGS. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) That, for purposes of determining any liability under the 1933 Act, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is II-2 incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (5) That, insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON THE 24TH DAY OF MARCH, 1994. R. R. DONNELLEY & SONS COMPANY /s/ David C. Hart By __________________________________ David C. Hart Vice President, General Counsel and Secretary PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON MARCH 24, 1994 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED: SIGNATURE AND TITLE SIGNATURE AND TITLE * * - ------------------------------------- ------------------------------------- John R. Walter Robert A. Hanson Chairman of the Board, Chief Director Executive Officer and Director (Principal Executive Officer) * ------------------------------------- /s/ Frank R. Jarc Thomas S. Johnson - ------------------------------------- Director Frank R. Jarc Executive Vice President * and Chief Financial Officer ------------------------------------- (Principal Financial Officer) Richard M. Morrow Director * - ------------------------------------- * William L. White ------------------------------------- Vice President and Controller John M. Richman (Principal Accounting Officer) Director * * - ------------------------------------- ------------------------------------- Martha Layne Collins William D. Sanders Director Director * * - ------------------------------------- ------------------------------------- James R. Donnelley Jerre L. Stead Director Director * * - ------------------------------------- ------------------------------------- Charles C. Haffner III Bide L. Thomas Director Director * ------------------------------------- H. Blair White Director /s/ David C. Hart *By _________________________________ David C. Hart Attorney-in-Fact II-4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5 Opinion of David C. Hart 23(a) Consent of Arthur Andersen & Co. 23(b) Consent of David C. Hart (contained in Exhibit 5 hereto) 24 Powers of Attorney
EX-5 2 EXHIBIT 5 EXHIBIT 5 March 24, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: R. R. Donnelley & Sons Company Registration Statement on Form S-8 Gentlemen: I am Vice President, General Counsel and Secretary of R. R. Donnelley & Sons Company (the "Company"). In that connection, I am familiar with the filing of a Registration Statement on Form S-8 (the "Registration Statement") relating to 6,000,000 shares of common stock, par value $1.25 per share, of the Company and preferred stock purchase rights relating to such shares of common stock to be offered to participants in the Company's Donnelley Shares Stock Option Plan (the "Plan"). I am also familiar with the Certificate of Incorporation and the By-Laws of the Company and all amendments thereto and resolutions of the Board of Directors of the Company relating to the Plan and the Registration Statement. In this connection, I have examined or caused to be examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of all such records of the Company and others as I have deemed necessary or appropriate as a basis for the opinion set forth herein. In my examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein which were not independently established or verified by me, I have relied upon statements and representations of certain officers and other representatives of the Company and others. Based upon the foregoing, I am of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. If the Company's Board of Directors or a duly authorized committee thereof authorizes the issuance of authorized and unissued shares of common stock for the consideration (but not less than the par value) provided in the Plan, such shares and the accompanying preferred stock purchase rights will, when so issued against the receipt by the Company of the consideration provided in the Plan, be duly issued, validly outstanding, fully paid and non-assessable. 3. If the Company legally and validly reacquires its issued and outstanding shares of common stock and thereafter, pursuant to the authorization by the Board of Directors or a duly authorized committee thereof, resells such shares for the consideration provided in the Plan, such shares and the accompanying preferred stock purchase rights will, upon delivery against receipt by the Company of the consideration provided in the Plan, be duly issued, validly outstanding, fully paid and non- assessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ David C. Hart EX-23.A 3 EXHIBIT 23.A EXHIBIT 23(A) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 28, 1993 included or incorporated by reference in R.R. Donnelley & Sons Company's Form 10-K for the year ended December 31, 1992 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen & Co. ------------------------------------- Arthur Andersen & Co. Chicago, Illinois March 24, 1994 EX-24 4 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ John R. Walter ------------------------------------- John R. Walter EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ William L. White ------------------------------------- William L. White EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Martha Layne Collins ------------------------------------- Martha Layne Collins EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ James R. Donnelley ------------------------------------- James R. Donnelley EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Charles C. Haffner III ------------------------------------- Charles C. Haffner III EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Robert A. Hanson ------------------------------------- Robert A. Hanson EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Thomas S. Johnson ------------------------------------- Thomas S. Johnson EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Richard M. Morrow ------------------------------------- Richard M. Morrow EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ John M. Richman ------------------------------------- John M. Richman EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ William D. Sanders ------------------------------------- William D. Sanders EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Jerre L. Stead ------------------------------------- Jerre L. Stead EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ Bide L. Thomas ------------------------------------- Bide L. Thomas EXHIBIT 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Frank R. Jarc and David C. Hart, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director and/or officer of R. R. Donnelley & Sons Company, a Delaware corporation (the "Company"), a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of the Company's Common Stock and Preferred Stock Purchase Rights and any and all amendments to such Registration Statement, including post-effective amendments, and to deliver on behalf of the undersigned such Registration Statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto each such attorney-in-fact full power of substitution and revocation in the premises and hereby ratifies and confirms all that each such attorney-in-fact may do or cause to be done by virtue of these presents. Dated: March 24, 1994 /s/ H. Blair White ------------------------------------- H. Blair White -----END PRIVACY-ENHANCED MESSAGE-----