UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
R.R. DONNELLEY & SONS COMPANY
(Name of Issuer)
Common Stock, $1.25 par value per share
(Title of Class of Securities)
257867101
(CUSIP Number)
December 31, 2012
(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-1(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 disclosure 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, as amended (“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 | Page 2 of 14 |
| 1. |
Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American International Group, Inc. I.R.S. Identification No. 13-2592361 | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Incorporated under the laws of the State of Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
10,828,448 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
10,828,448 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
10,828,448 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.0% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 257867101 | Page 3 of 14 |
| 1. |
Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAFG Retirement Services, Inc. I.R.S. Identification No. 95-4715639 | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
10,828,448 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
10,828,448 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
10,828,448 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.0% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 257867101 | Page 4 of 14 |
| 1. |
Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AIG Life Holdings, Inc. (formerly known as SunAmerica Financial Group, Inc.) I.R.S. Identification No. 74-0483432 | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Texas | |||||
|
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
10,828,448 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
10,828,448 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
10,828,448 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.0% | |||||
| 12. | Type of reporting person
HC | |||||
| CUSIP No. 257867101 | Page 5 of 14 |
| 1. |
Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AGC Life Insurance Company I.R.S. Identification No. 76-0030921 | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Missouri | |||||
|
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
10,828,448 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
10,828,448 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
10,828,448 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.0% | |||||
| 12. | Type of reporting person
IC | |||||
| CUSIP No. 257867101 | Page 6 of 14 |
| 1. |
Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American General Life Insurance Company I.R.S. Identification No. 25-0598210 | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Texas | |||||
|
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
10,777,958 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
10,777,958 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
10,777,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.0% | |||||
| 12. | Type of reporting person
IC | |||||
| CUSIP No. 257867101 | Page 7 of 14 |
| 1. |
Name of reporting persons S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunAmerica Asset Management Corp. I.R.S. Identification No. 13-3127880 | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Organized under the laws of the State of Delaware | |||||
|
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
10,777,958 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
10,777,958 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
10,777,958 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
6.0% | |||||
| 12. | Type of reporting person
IA | |||||
| ITEM 1 (a). | NAME OF ISSUER: |
R.R. Donnelley & Sons Company
| ITEM 1 (b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
111 South Wacker Drive
Chicago, IL 60606
| ITEM 2 (a). | NAME OF PERSON(S) FILING: |
American International Group, Inc.
SAFG Retirement Services, Inc.
AIG Life Holdings, Inc.
(formerly known as SunAmerica Financial Group, Inc.)
AGC Life Insurance Company
American General Life Insurance Company
SunAmerica Asset Management Corp.
| ITEM 2 (b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE(S): |
American International Group, Inc.
180 Maiden Lane
New York, NY 10038
SAFG Retirement Services, Inc.
1999 Avenue of the Stars
1 SunAmerica Center, 37th Floor
Los Angeles, CA 90067
AIG Life Holdings, Inc.
(formerly known as SunAmerica Financial Group, Inc.)
2929 Allen Parkway
Houston, TX 77019
AGC Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
American General Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
SunAmerica Asset Management Corp.
Harbor Side Financial Center
3200 Plaza 5
Jersey City, NJ 07311
| ITEM 2 (c). | CITIZENSHIP: |
The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.
| ITEM 2 (d). | TITLE OF CLASS OF SECURITIES: |
Common Stock, $1.25 par value per share
| ITEM 2 (e). | CUSIP NUMBER: |
257867101
Page 8 of 14
| ITEM 3. | TYPE OF PERSONS FILING: |
American International Group, Inc.:
| (g) | Parent Holding Company or Control Person, in accordance with Rule 13d-1(b) (ii) (G) promulgated under the Securities Exchange Act of 1934, as amended (the “Act”) |
SAFG Retirement Services, Inc.:
| (g) | Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Act |
AIG Life Holdings, Inc. (formerly known as SunAmerica Financial Group, Inc.):
| (g) | Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G) promulgated under the Act |
AGC Life Insurance Company:
| (c) | Insurance Company, in accordance with Rule 13d-1(b)(ii)(C) promulgated under the Act |
American General Life Insurance Company:
| (c) | Insurance Company, in accordance with Rule 13d-1(b)(ii)(C) promulgated under the Act |
SunAmerica Asset Management Corp.:
| (e) | Investment Adviser, in accordance with Rule 13d-1(b)(ii)(E) promulgated under the Act |
| ITEM 4. | OWNERSHIP. |
(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS. |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Our clients may have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, such securities which are the subject of this filing, including Focused Dividend Strategy Portfolio, a client of SunAmerica Asset Management Corp. and a series of SunAmerica Series, Inc., whose interest exceeds 5% of the class.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
Page 9 of 14
| 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 such purpose or effect.
Page 10 of 14
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: March 26, 2013
| AMERICAN INTERNATIONAL GROUP, INC. | ||
| By | /s/ Monika M. Machon | |
| Name: | Monika M. Machon | |
| Title: | Senior Vice President | |
| SAFG RETIREMENT SERVICES, INC. | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AIG LIFE HOLDINGS, INC. | ||
| (FORMERLY KNOWN AS SUNAMERICA FINANCIAL GROUP, INC.) | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AGC LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| AMERICAN GENERAL LIFE INSURANCE COMPANY | ||
| By | /s/ Christine A. Nixon | |
| Name: | Christine A. Nixon | |
| Title: | Senior Vice President | |
| SUNAMERICA ASSET MANAGEMENT CORP. | ||
| By | /s/ Matthew Hackethal | |
| Name: | Matthew Hackethal | |
| Title: | Chief Compliance Officer | |
Page 11 of 14
EXHIBIT INDEX
| Exhibit 1 | Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Exhibit 2 | Agreement of Joint Filing | |
Page 12 of 14