RR DONNELLEY & SONS CO

Transcription

1 RR DONNELLEY & SONS CO FORM 8-K (Current report filing) Filed 01/31/14 for the Period Ending 01/31/14 Address 111 SOUTH WACKER DRIVE CHICAGO, IL Telephone CIK Symbol RRD SIC Code Commercial Printing Industry Printing Services Sector Services Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2014 R. R. DONNELLEY & SONS COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 111 South Wacker Drive Chicago, Illinois (Address of principal executive offices) Registrant s Telephone Number, Including Area Code: (312) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)).

3 Item 2.01 Completion of Acquisition or Disposition of Assets. On January 31, 2014, the merger of Hunter Merger Sub, Inc. ( Merger Sub ), a wholly owned subsidiary of R.R. Donnelley & Sons Company ( R.R. Donnelley ), with and into Consolidated Graphics, Inc. ( Consolidated Graphics ) (the Merger ) was consummated in accordance with the Agreement and Plan of Merger, dated as of October 23, 2013, by and among Consolidated Graphics, R.R. Donnelley and Merger Sub (the Merger Agreement ). Pursuant to the terms of the Merger Agreement, each outstanding share of Consolidated Graphics common stock, par value $0.01 per share ( Consolidated Graphics Shares ), issued and outstanding immediately prior to the consummation of the Merger (other than Consolidated Graphics Shares owned by R.R. Donnelley, Merger Sub, R.R. Donnelley s other subsidiaries, Consolidated Graphics or its subsidiaries and by shareholders of Consolidated Graphics who have exercised and not withdrawn dissenters rights for appraisal under Texas law) was converted into the right to receive (i) an amount in cash equal to $34.44 and (ii) shares of R.R. Donnelley s common stock, par value $1.25 per share ( R.R. Donnelley Shares ). R.R. Donnelley paid approximately $335 million in cash and issued approximately 16,035,552 R.R. Donnelley Shares to former holders of Consolidated Graphics Shares in connection with the Merger upon the closing. The source of funds for such cash payment was cash on hand. Upon the closing of the Merger, Consolidated Graphics became a wholly owned subsidiary of R.R. Donnelley and the Consolidated Graphics Shares, which traded under the symbol CGX, ceased trading on, and are being delisted from, the New York Stock Exchange. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this Current Report by reference. Item 8.01 Other Events. On January 31, 2014, R.R. Donnelley issued a press release announcing that it had completed its previously announced acquisition of Consolidated Graphics. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, they will be filed with the Securities and Exchange Commission (the SEC ) by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit 2.1. Agreement and Plan of Merger, dated as of October 23, 2013, by and among Consolidated Graphics, Inc., R.R. Donnelley & Sons Company and Hunter Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to R.R. Donnelley & Sons Company s Current Report on Form 8-K filed on October 28, 2013). Exhibit Press Release issued by R.R. Donnelley & Sons Company, dated January 31, 2014.

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 31, 2014 R. R. DONNELLEY & SONS COMPANY By: /s/ Suzanne S. Bettman Name: Suzanne S. Bettman Title: Executive Vice President, General Counsel and Secretary

5 EXHIBIT INDEX Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of October 23, 2013, by and among Consolidated Graphics, Inc., R.R. Donnelley & Sons Company and Hunter Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to R.R. Donnelley & Sons Company s Current Report on Form 8-K filed on October 28, 2013) Press Release issued by R.R. Donnelley & Sons Company, dated January 31, 2014.

6 Exhibit 99.1 RR Donnelley Contacts : Media Contact: Phyllis Burgee, Director Communications: Tel: phyllis.burgee@rrd.com Investor Contact: Dave Gardella, Senior Vice President Finance: Tel: david.a.gardella@rrd.com RR DONNELLEY ANNOUNCES COMPLETION OF ACQUISITION OF CONSOLIDATED GRAPHICS, INC. CHICAGO, JANUARY 31, 2014 RR Donnelley & Sons Company (NASDAQ: RRD) today announced that it has completed its previously announced acquisition of Consolidated Graphics, Inc., a provider of digital and commercial printing, fulfillment services, print management and proprietary Internet-based technology solutions. About RR Donnelley RR Donnelley (NASDAQ: RRD) is a global provider of integrated communications. The company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, drive top-line growth, enhance ROI and increase compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the company employs a suite of leading Internet-based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to clients in virtually every private and public sector. For more information, and for RR Donnelley s Global Social Responsibility Report, visit the company s web site at Use of Forward-Looking Statements This news release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of Readers are cautioned not to place undue reliance on these forwardlooking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley s filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements. # # #