rrd27662_31330.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLv3aN2yt2dI6YwkGmcOUKbc2FXhSFT0lC1ryuCirq20f1sly9PNNXAVOZHhGQm5 RYEe6mZtHS7frOnaKxO2pg== 0001181431-04-014397.txt : 20040308 0001181431-04-014397.hdr.sgml : 20040308 20040308170907 ACCESSION NUMBER: 0001181431-04-014397 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040227 FILED AS OF DATE: 20040308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ECKERT ALFRED C III CENTRAL INDEX KEY: 0001127382 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 04655337 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: SUITE 3200 CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET STREET 2: SUITE 3200 CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DONNELLEY R R & SONS CO CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 3 1 rrd36047.xml X0201 3 2004-02-27 0 0000029669 DONNELLEY R R & SONS CO RRD 0001127382 ECKERT ALFRED C III 500 CAMPUS DRIVE SUITE 220 FLORHAM PARK NJ 07932 1 0 0 0 Common Stock 23625 D Common Stock 10653525 I See Notes Option (Right to Buy) 7.4 2011-04-12 Common Stock 3150 D Option (Right to Buy) 25.49 2012-04-18 Common Stock 3150 D Common Stock, and rights to purchase Series A Junior Participating Preferred Stock attached thereto. Received pursuant to combination agreement between Issuer and Moore Wallace Incorporated ("Moore Wallace") in exchange for shares of Moore Wallace common stock. Greenwich Street Capital Partners II, L.P. ("GSCP II") is the direct beneficial owner of 9,517,625 shares of the Common Stock, GSCP Offshore Fund, L.P. ("GSCP Offshore") is the direct beneficial owner of 198,422 shares of Common Stock, Greenwich Fund, L.P. ("Greenwich Fund") is the direct beneficial owner of 322,397 shares of Common Stock, Greenwich Street Employees Fund, L.P. ("Employees Fund") is the direct beneficial owner of 568,174 shares of Common Stock and TRV Executive Fund, L.P. ("TRV," and together with GSCP II, GSCP Offshore, Greenwich Fund and Employees Fund, the "Greenwich Street Funds") is the direct beneficial owner of 46,907 shares of Common Stock. Mr. Eckert is deemed to be the indirect beneficial owner of the 10,653,525 shares of Common Stock owned by the Greenwich Street Funds in his capacity as (a) a managing member of Greenwich Street Investments II, L.L.C., which is the general partner of each of the Greenwich Street Funds, (b) a limited partner of GSCP (NJ), L.P. (the "Funds Manager"), which is the manager of the Greenwich Street Funds, and (c) an executive officer and stockholder of GSCP (NJ) Inc., which is the general partner of the Funds Manager. Mr. Eckert disclaims beneficial ownership of the shares of Common Stock owned by the Greenwich Street Funds. Nothing in this Form 3 shall be construed as an admission that Mr. Eckert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities reported on this Form 3, except to the extent of his pecuniary interest in any such securities. The ownership of the shares of Common Stock by the Greenwich Street Funds is being reported by Mr. Eckert only because of his affiliation with the Greenwich Street Funds. All options became exercisable upon consummation of the business combination between the company and Moore Wallace. Received pursuant to combination agreement between Issuer and Moore Wallace in exchange for Moore Wallace options. Jennifer Reiners, pursuant to Power of Attorney 2004-03-08 EX-24. 3 rrd27662_31330.htm POWER OF ATTORNEY rrd27662_31330.html

POWER OF ATTORNEY
 KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Monica M. Fohrman, Jennifer B. Reiners and Scott D. Russell, and each of them,
his/her true and lawful attorney-in-fact and agent in any and all capacities, to:
(1)                 execute for and on behalf of the undersigned, in the undersigned's capacity
as a director or officer of R.R. Donnelley & Sons Company (the "Company"), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as well as Forms 144 in accordance with the Securities
Act of 1933 and the rules thereunder;
(2)               do and perform any and all acts for and on behalf of the undersigned  which
may be necessary or desirable to complete and execute any such Form 3, 4, 5, and/or
Form 144, and timely file such Form(s) with the United States Securities and Exchange
Commission ("SEC") and the New York Stock Exchange, including completion of Form
ID or any other form or document required to utilize the SEC's electronic filing system;
and
(3)               take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact named herein full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers herein
granted, with full power of substitution or revocation, hereby ratifying and confirming
that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned, are not assuming
nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act, as amended.
The undersigned revokes all prior powers of attorney related to the subject matter of
this Power of Attorney.  This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company
unless earlier revoked by the undersigned in signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 3rd day of March, 2004.


				/s/ Alfred C. Eckert III

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