UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
R.R. DONNELLEY & SONS COMPANY
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.25 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
257867101
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Alexander J. Roepers Allen B. Levithan, Esq.
Atlantic Investment Management, Inc. Lowenstein Sandler PC
666 Fifth Avenue 65 Livingston Avenue
New York, New York 10103 Roseland, New Jersey 07068
(212) 484-5050 (973) 597-2500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 2007
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
--------------------------------------------------------------------------------
CUSIP NO. 257867101
--------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Atlantic Investment Management, Inc.
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) (b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions): AF, OO
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Delaware
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power: 10,653,500*
-------------------------------------------
Shares Beneficially 8) Shared Voting Power: 0
-------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: 10,653,500*
-------------------------------------------
Person With: 10) Shared Dispositive Power: 0
-------------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
10,653,500*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 4.9%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA
--------------------------------------------------------------------------------
* Includes: (i) 4,039,139 shares (1.8%) of the Issuer's Common Stock, par value
$1.25 per share (the "Shares"), beneficially owned by AJR International Master
Fund, Ltd., a British Virgin Islands company, (ii) 5,888,174 Shares (2.7%)
beneficially owned by Cambrian Master Fund, Ltd., a British Virgin Islands
company, and (iii) 726,187 Shares (0.3%) held in several Managed Accounts (the
"Managed Accounts"). Atlantic Investment Management, Inc., serving as the
investment advisor of the foregoing parties and the Managed Accounts, has sole
voting and sole dispositive power over all Shares beneficially owned by such
parties or held in the Managed Accounts. See Items 2 and 5 for additional
details.
Item 2. Identity and Background.
-----------------------
Item 2 is hereby restated in its entirety as follows:
(a) This statement is filed by Atlantic Investment Management, Inc., a
Delaware corporation (the "Reporting Person"), with respect to 10,653,500 Shares
over which the Reporting Person has sole dispositive and voting power by reason
of serving as the investment advisor to: (i) AJR International Master Fund,
Ltd., a British Virgin Islands company ("AJR"); (ii) Cambrian Master Fund, Ltd.,
a British Virgin Islands company ("Cambrian Fund"); and (iii) several managed
accounts (the "Managed Accounts").
(b) The business address of the Reporting Person and Mr. Alexander
Roepers, the president, sole director and sole shareholder of the Reporting
Person, is 666 Fifth Avenue, New York, New York 10103.
(c) The principal business of the Reporting Person is that of an
investment advisor engaging in the purchase and sale of securities for
investment with the objective of capital appreciation on behalf of AJR, Cambrian
Fund and the Managed Accounts. The principal occupation of Mr. Roepers is
serving as the president and managing officer of the Reporting Person.
(d) Neither the Reporting Person nor Mr. Roepers has, during the past
five (5) years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor Mr. Roepers has, during the past
five (5) years, been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Roepers is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby restated in its entirety as follows:
The Shares purchased by the Reporting Person on behalf of AJR,
Cambrian Fund, and the Managed Accounts were purchased with the investment
capital of such entities and accounts. The aggregate amount of funds used in
making the purchases reported on this Schedule 13D Amendment No. 2 was
approximately $5,416,700.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby restated in its entirety as follows:
The Reporting Person acquired, on behalf of AJR, Cambrian Fund, and
the Managed Accounts, and continues to hold, the Shares reported in this
Schedule 13D Amendment No. 2 for investment purposes. The Reporting Person
intends to evaluate the performance of the Shares as an investment in the
ordinary course of business. The Reporting Person pursues an investment
objective that seeks capital appreciation. In pursuing this investment
objective, the Reporting Person analyzes the operations, capital structure and
markets of companies in which the Reporting Person's clients invest, including
the Issuer, on a continuous basis through analysis of documentation and
discussions with knowledgeable industry and market observers and with
representatives of such companies.
The Reporting Person will continuously assess the Issuer's business,
financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Shares in
particular, other developments and other investment opportunities. Depending on
such assessments, the Reporting Person may acquire additional Shares or may
determine to sell or otherwise dispose of all or some of the Shares presently
held by AJR, Cambrian Fund, and the Managed Accounts in the open market or in
private transactions. Such actions will depend upon a variety of factors,
including, without limitation, current and anticipated future trading prices for
the Shares, the financial condition, results of operations and prospects of the
Issuer, alternative investment opportunities, general economic, financial market
and industry conditions and other factors that the Reporting Person may deem
material to its investment decision.
The Reporting Person will continue its active discussions with the
Issuer's management with respect to actions which might be taken by the
management of the Issuer to maximize shareholder value of the Issuer. In
addition, the Reporting Person may hold discussions with other parties who might
engage in shareholder value enhancing activities for the benefit of all of the
Issuer's shareholders. There can be no assurance that the Reporting Person will
take any of the actions described in the previous sentence.
Except as set forth above, the Reporting Person has no present plans
or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby restated in its entirety as follows:
(a) Based upon the information contained in the Issuer's Definitive
Notice and Proxy Statement filed with the Securities and Exchange Commission on
April 19, 2007, there were issued and outstanding 219,077,233 Shares as of April
5, 2007.
(b) The Reporting Person does not directly own any Shares. The
Reporting Person has entered into an investment advisory agreement with each of
AJR, Cambrian Fund, and the Managed Accounts pursuant to which the Reporting
Person has investment authority with respect to the securities held by such
entities or in such accounts. Such power includes the power to dispose of and
the power to vote the Shares. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to
be the beneficial owner of the Shares held by such entities and accounts.
Accordingly, the Reporting Person is deemed the beneficial owner of 10,653,500
Shares, or 4.9% of the outstanding Shares.
(c) The following table details the transactions by the Reporting
Person, on behalf of AJR, Cambrian Fund, and the Managed Accounts, in Shares
during the past sixty (60) days:
Date Quantity Price Type of Transaction
---- -------- ----- -------------------
02/28/07 100,000 $36.1765 Open Market Purchase
03/07/07 50,000 $35.9810 Open Market Purchase
04/20/07 350,000 $42.2040 Open Market Sale
(d) The Reporting Person ceased to be the beneficial owner of more
than five percent of the outstanding Shares on April 20, 2007.
Except for the transactions listed above, neither the Reporting
Person, any entity for which the Reporting Person serves as investment advisor,
nor any person or entity controlled by the Reporting Person, nor Mr. Roepers
(including Mr. Roepers' immediate family members) has traded Shares during the
past sixty (60) days.
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
April 20, 2007
ATLANTIC INVESTMENT MANAGEMENT, INC.
By: /s/ Alexander J. Roepers
-----------------------------------
Alexander J. Roepers, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).