SC 13G/A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2 (b)

(Amendment No. 1)

 

 

 

RR Donnelley & Sons Co.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

257867101

(CUSIP Number)

 

December 31, 2011

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-(c)

¨ Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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   13G   Page 2 of 8 Pages

 

1  

NAME OF REPORTING PERSON

 

ALLIANZ GLOBAL INVESTORS CAPITAL LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF SHARES   BENEFICIALLY  

OWNED BY EACH

REPORTING

PERSON

WITH

   5         

SOLE VOTING POWER

 

    0

  6   

SHARED VOTING POWER

 

    0

  7   

SOLE DISPOSITIVE POWER

 

    0

  8   

SHARED DISPOSITIVE POWER

 

    0

9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    14,915,707

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    7.9%

12

  

TYPE OF REPORTING PERSON*

 

    IA, HC, OO

CUSIP NO. 257867101   13G   Page 3 of 8 Pages

 

1  

NAME OF REPORTING PERSON

 

NFJ INVESTMENT GROUP LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF SHARES BENEFICIALLY  

OWNED BY EACH

REPORTING

PERSON

WITH

   5         

SOLE VOTING POWER

 

    12,343,607

  6   

SHARED VOTING POWER

 

    0

  7   

SOLE DISPOSITIVE POWER

 

    14,915,707

  8   

SHARED DISPOSITIVE POWER

 

    0

9

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    14,915,707

10

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    7.9%

12

  

TYPE OF REPORTING PERSON*

 

    IA, OO

CUSIP NO. 257867101   13G   Page 4 of 8 Pages

 

Item 1    (a)      Name of Issuer:
        RR Donnelley & Sons Co.
   (b)      Address of Issuer’s Principal Executive Offices:
        111 South Wacker Drive
        Chicago, Illinois 60606
Item 2    (a)      Name of Person Filing:
        Allianz Global Investors Capital LLC (“AGIC”)
        NFJ Investment Group LLC (“NFJ”)
   (b)      Address of Principal Business Office:
        AGIC: 600 West Broadway, Suite 2900, San Diego, CA 92101
        NFJ: 2100 Ross Avenue, Suite 700, Dallas, TX 75201
   (c)      Citizenship:
        Both filers are organized in Delaware
   (d)      Title of Class of Securities:
        Common Stock
   (e)      CUSIP Number:
        257867101

CUSIP NO. 257867101   13G   Page 5 of 8 Pages

 

Item 3     If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
  (a)   ¨   Broker or dealer registered under Section 15 of the Act;
  (b)   ¨   Bank as defined in Section 3(a)(6) of the Act;
  (c)   ¨   Insurance company as defined in Section 3(a)(19) of the Act;
  (d)   ¨   Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”);
  (e)   x   Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f)   ¨   Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g)   x   Parent holding company or control person, in accordance with 13d-1(b)(ii)(G);
  (h)   ¨   Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i)   ¨   Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j)   ¨   A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J); or
  (k)   ¨   Group, in accordance with Rule13d-1(b)(1)(ii)(K);
    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution                     .
Item 4     Ownership.
  (a)  

Amount beneficially owned: 14,915,707

  (b)   Percent of Class: 7.9%
  (c)   Number of shares as to which such person has:
    (i)   Sole power to vote or direct the vote:
      AGIC:   0
      NFJ:      12,343,607
    (ii)   Shared power to vote: 0

CUSIP NO. 257867101   13G   Page 6 of 8 Pages

 

    (iii)    Sole power to dispose or direct the disposition of:
       AGIC: 0
       NFJ: 14,915,707
    (iv)    Shared power to dispose or direct the disposition of:  0

Each of AGIC and NFJ is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended. NFJ is a wholly-owned subsidiary of AGIC, which is an indirectly wholly-owned subsidiary of Allianz Asset Management of America L.P. (“AAM LP”).

The securities reported herein are held by investment advisory clients or discretionary accounts of which AGIC and/or NFJ is the investment adviser. Investment advisory contracts grant to each of AGIC or NFJ voting and/or investment power over the securities held by each of their respective clients or in accounts that each of them manages. As a result, each may be deemed to beneficially own the securities held by its clients or accounts within the meaning of Rule 13d-3 under the Act. Because AGIC is the parent holding company of NFJ, AGIC may be deemed to beneficially own the securities held by NFJ’s clients or accounts.

In conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations in which related entities exercise voting and investment powers over the securities being reported independently from each other, this filing does not reflect securities beneficially owned by affiliates of AAM LP other than AGIC and NFJ. The voting and investment powers held by AGIC, NFJ and Allianz Global Investors Capital Limited (“AGICL”), a wholly-owned subsidiary of AGIC and investment adviser that does not advise accounts that hold and does not otherwise beneficially own, any of the securities reported in this Schedule 13G, are exercised independently from AAM LP’s other affiliates. Furthermore, internal policies and procedures of AGIC, NFJ and AGICL establish informational barriers that prevent the flow between them and the rest of AAM LP’s affiliates of information that relates to the voting and investment powers over the securities held in the accounts that AGIC, NFJ and AGICL manage. Consequently, AGIC, NFJ and AGICL report the securities over which they hold investment and voting power separately from AAM LP and its other affiliates for purposes of Section 13 of the Act.

AGIC and NFJ believe that none of AGIC, NFJ, AGICL, AAM LP or any of AAM LP’s other affiliates constitute a “group” within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the securities reported herein held by any of them or by any persons or entities for whom or for which AGIC, NFJ or such other affiliates provide investment management services. Each of AGIC and NFJ also disclaims beneficial ownership of these securities except to the extent of that filer’s pecuniary interest therein.

 

Item 5     Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

 

Item 6     Ownership of More than Five Percent on Behalf of Another Person.

Each client of AGIC and NFJ has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities reported herein. No one client holds more than five percent of such securities.

CUSIP NO. 257867101   13G   Page 7 of 8 Pages

 

Item 7      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
     Not Applicable.
Item 8      Identification and Classification of Members of the Group.
     Not Applicable.
Item 9      Notice of Dissolution of Group.
     Not Applicable.
Item 10      Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Exhibit A - Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2012

 

ALLIANZ GLOBAL INVESTORS CAPITAL LLC
By:  

/s/ Kellie E. Davidson

  Kellie E. Davidson, Assistant Secretary
NFJ INVESTMENT GROUP LLC
By:  

/s/ Kellie E. Davidson

  Kellie E. Davidson, Assistant Secretary

CUSIP NO. 257867101   13G   Page 8 of 8 Pages

 

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, each of the undersigned hereby constitutes and appoints Allianz Global Investors Capital LLC, a Delaware limited liability company, as its true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Date: February 7, 2012

 

ALLIANZ GLOBAL INVESTORS CAPITAL LLC
By:  

/s/ Kellie E. Davidson

  Kellie E. Davidson, Assistant Secretary
NFJ INVESTMENT GROUP LLC
By:  

/s/ Kellie E. Davidson

  Kellie E. Davidson, Assistant Secretary