4//SEC Filing
ECKERT ALFRED C III 4
Accession 0000899681-04-000002
CIK 0000067931other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 2:18 PM ET
Size
7.3 KB
Accession
0000899681-04-000002
Insider Transaction Report
Form 4
ECKERT ALFRED C III
Director
Transactions
- Other
Common Stock
2003-12-31$17.30/sh+1,580,213$27,337,685→ 14,676,368 total(indirect: See footnote)
Footnotes (5)
- [F1]As a result of the consummation of the transactions contemplated in the Agreement and Plan of Merger, dated as of November 26, 2003, as amended (the "Merger Agreement"), among Moore Wallace Incorporated (the "Company"), Laser Company, Inc. and Payment Processing Solutions, Inc., Greenwich Street Capital Partners II, L.P. ("GSCP II") is the direct beneficial owner of 13,111,544 shares of the Company's common stock, no par value per share (the "Common Stock"), GSCP Offshore Fund, L.P. ("GSCP Offshore") is the direct beneficial owner of 273,347 shares of Common Stock, Greenwich Fund, L.P. ("Greenwich Fund") is the direct beneficial owner of 444,135 shares of Common Stock, Greenwich Street Employees Fund, L.P. ("Employees Fund") is the direct beneficial owner of 782,721 shares of Common Stock and TRV Executive Fund, L.P. ("TRV") is the direct beneficial owner of 64,621 shares of Common Stock.
- [F2]In addition, pursuant to the Merger Agreement, GSCP II, GSCP Offshore, Greenwich Fund, Employeees Fund and TRV (collectively, the "Greenwich Street Funds") have the right to receive approximately $40 million of the merger consideration owed to them in the form of shares of Common Stock (in lieu of cash), subject to the Company obtaining shareholder approval. If shareholder approval is obtained, the Greenwich Street Funds will receive a number of new shares of Common Stock (in lieu of cash) based on the fair market value of such shares at the time of the shareholder approval.
- [F3]Mr. Eckert is the direct owner of 62,036 shares of Common Stock, which include 14,536 deferred share units and 10,000 vested options under the Company's 2001 Long Term Incentive Plan.
- [F4]In the aggregate, the Greenwich Street Funds directly beneficially own 14,676,368 shares of Common Stock. Mr. Eckert may be deemed to beneficially own such securities indirectly in his capacity as (a) a managing member of Greenwich Street Investments II, L.L.C., which is the general partner of each of the Greenwich Street Funds, (b) an executive officer of GSCP (NJ), L.P. (the "Funds Manager"), which is the manager of the Greenwich Street Funds, and (c) an executive officer of GSCP (NJ), L.P., which is the general partner of the Funds Manager.
- [F5]Mr. Eckert disclaims beneficial ownership of the shares of Common Stock owned by the Greenwich Street Funds and nothing in this Form 4 shall be construed as an admission that Mr. Eckert is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Securities Act"), or otherwise, the beneficial owner of any securities reported on this Form 4. The shares are reported only because of Mr. Eckert's afffiliation with the Greenwich Street Funds.
Documents
Issuer
MOORE WALLACE INC
CIK 0000067931
Entity typeother
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001127382
Filing Metadata
- Form type
- 4
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 2:18 PM ET
- Size
- 7.3 KB