Moore Wallace shareholders are entitled to receive 0.63 shares of RR Donnelley stock, based on a fixed exchange ratio, for each common share of Moore Wallace held.
It does not matter when you acquired shares of Moore Wallace. If you own Moore Wallace shares, each share represents the right to receive 0.63 of a share of RR Donnelley common stock.
Shortly after the effective date of the combination, a Letter of Transmittal and instructions for exchanging Moore Wallace common shares for shares of RR Donnelley common stock will be mailed to all Moore Wallace shareholders. You will be asked to send in your Moore Wallace stock certificates for exchange. Please do not send in your Moore Wallace stock certificates until you receive your Letter of Transmittal. Upon delivery of the share certificates and the completed Letter of Transmittal, you will receive a new share certificate for your RR Donnelley shares.
If you do not hold Moore Wallace shares in your own name, and your shares are listed in an account provided by a broker or other intermediary, your Moore Wallace shares will automatically be exchanged for RR Donnelley shares without any further action on your part. If your name appears in the records of Moore Wallace as the registered holder of Moore Wallace shares, stock certificates registered in your name and in your possession or held on your behalf by a broker or intermediary must be surrendered for exchange.
Moore Wallace shares held in a brokerage account have automatically been converted into RR Donnelley shares. You will automatically receive a statement of your ownership of those shares. Conversion of your shares held in certificate form, however, will not occur until you send in your Moore Wallace stock certificates.
Any shares of Moore Wallace held in mutual funds will automatically be converted into RR Donnelley shares. If you invest in a mutual fund holding shares of Moore Wallace, you do not need to do anything. For information about your mutual fund portfolio, including shareholdings of Moore Wallace or RR Donnelley or the treatment of dividends, you should contact the mutual fund company directly.
Only shares of Moore Wallace Incorporated are eligible for exchange for shares of RR Donnelley; Wallace Computer Services stock certificates are not eligible for exchange. You must first exchange your Wallace shares for shares of Moore Wallace. That exchange will be based upon the terms and conditions of the May 2003 Moore merger with Wallace. Please contact Computershare (formerly EquiServe). They can be reached by mail at PO Box 43014, Providence, RI 02940, or by phone at 800.730.4001 (inside the U.S.) and 781.575.3120 (outside U.S.), and by Internet at www.computershare.com.
You do not need to do anything with your RR Donnelley shares. RR Donnelley shareholders will continue to hold the shares they held before the combination. RR Donnelley shareholders did not receive any additional shares in the merger.
"Non-registered holders," or shareholders who hold their Moore Wallace shares through a broker or other intermediary, will have their shares exchanged automatically; you do not need to do anything. "Registered holders," or shareholders who hold their Moore Wallace shares in certificate form, may exchange those shares for shares of RR Donnelley for up to five years after February 27, 2004.
Until you surrender your Moore Wallace certificates for exchange, you will not receive a check for any fractional RR Donnelley share resulting from the exchange, nor will you receive a distribution of any dividends with a record date after February 27, 2004, although your share certificate will continue to represent the rights laid out in the combination agreement. We urge you to surrender your certificates for exchange promptly.
Computershare (formerly EquiServe). They can be reached by mail at PO Box 43014, Providence, RI 02940, or by phone at 800.730.4001 (inside the U.S.) and 781.575.3120 (outside U.S.), and by Internet at www.computershare.com.
In order to properly exchange your Moore Wallace stock certificate(s) for RR Donnelley stock certificate(s), please follow all of the instructions accompanying the Letter of Transmittal.
No. If you do not wish to hold shares of RR Donnelley, you will need to sell those shares on the open market through your broker, investment dealer or other intermediary registered to trade in securities.
If your stock certificate has been lost, stolen or destroyed, you should complete the Letter of Transmittal as fully as possible and forward it, together with a statement describing the situation to the exchange agent, who will respond with stock certificate replacement instructions. You may also contact Computershare (formerly EquiServe). They can be reached by mail at PO Box 43014, Providence, RI 02940, or by phone at 800.730.4001 (inside the U.S.) and 781.575.3120 (outside U.S.), and by Internet at www.computershare.com.
If you hold shares in your own name or stock certificates, you can get this information and other information about your ownership of Moore Wallace shares by contacting Computershare (formerly EquiServe) at 800.730.4001 or 781.575.3120. If you need to send stock in for conversion, it can be sent to Computershare, P.O. Box 43014, Providence, RI, 02940. If you resided in Canada at the time of the merger, contact Computershare Trust Company of Canada at 800.564.6253, or at 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by email at CARegistryInfo@computershare.com. If you hold your Moore Wallace shares through a broker or other intermediary, you should contact those individuals or institutions directly.
The method of delivery of the share certificates, the Letter of Transmittal and all other required documents is at the option and risk of the person transferring them. We recommend that such documents be hand delivered to the exchange agent at the office noted in the letter of transmittal, or if mailed, that you use registered mail, with return receipt requested, and obtain the proper insurance.
Under the terms of the transaction, no fractional shares of RR Donnelley will be issued. As a result, you may also receive - in addition to your RR Donnelley shares - a cash payment equal to the value of any fractional shares.
If you hold shares of Moore Wallace, you will receive cash in lieu of any fractional shares of RR Donnelley you would otherwise be entitled to receive as a result of the transaction.
RR Donnelley's stock transfer agent and registrar is Computershare (formerly EquiServe). They can be reached by mail at PO Box 43014, Providence, RI 02940, or by phone at 800.730.4001 (inside the U.S.) and 781.575.3120 (outside U.S.), and by Internet at www.computershare.com.
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