Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Cherry Dean E.

2. Issuer Name and Ticker or Trading Symbol
MCL

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President, Commercial and Subsidiary Operations Division

(Last)      (First)     (Middle)

c/o Moore Corporation Limited
One Canterbury Green, 6th Floor

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
12/31/2002

(Street)

Stamford, CT 06901

5. If Amendment,
Date of Original
(Month/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common

02/22/2002

 

P(1)

50

A

10.96

4,200

I

By Son

Common

02/22/2002

 

P(1)

450

A

10.96

4,600

I

By Daughter

Common

 

 

 

 

 

 

34,699(2)

D

 

Common

 

 

 

 

 

 

4,566

I

Moore North America Inc. Savings Plan (401(k))

Common - Restricted

 

 

 

 

 

 

75,000

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option - 1999 LTIP - Common Shares (right to buy)

 

 

 

 

 

 

 

 

 

 

 

50,000

D

 

Employee Stock Option - 2001 LTIP - Common Shares (right to buy)

 

 

 

 

 

 

 

 

 

 

 

150,000

D

 

Explanation of Responses:

(1) Should have previously been reported on Form 4.
(2) Acquired 7,669 shares under Moore Employee Stock Purchase Plan as of December 31, 2002.
  By: /s/ Jennifer O. Estabrook
             By Limited Power of Attorney
**Signature of Reporting Person		 February 13, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
 LIMITED POWER OF ATTORNEY



THIS LIMITED POWER OF ATTORNEY is given this 13 day of February, 2003
by Dean E. Cherry ("Grantor") to Jennifer O. Estabrook ("Grantee").

The Grantor hereby constitutes and appoints the Grantee as the
Grantor's true and lawful attorney-in-fact and agent and hereby
authorizes and empowers the Grantee, in the name and on behalf of
the Grantor, to take the following actions from time to time:
     1.	To act on behalf of the Grantor with respect to any and all
        matters relating to the filing of reports pursuant to Section
        16 of the Securities Exchange Act of 1934 (the "Act"), all in
        accordance with the provisions of the Act and any regulations,
        policies, procedures, forms, rules, orders or notices
        thereunder.

     2.	To act on behalf of the Grantor with respect to any and all
        matters relating to the filing of reports of transfer of
        securities by insiders, as such term is defined in the Canada
        Business Corporations Act (the "CBCA"), all in accordance with
        the provisions of the Act and any regulations, policies,
        procedures, forms, rules, orders or notices thereunder.

     3.	To execute and deliver any documentation and take any further
        actions as may be required to accomplish any of the foregoing.

This Limited Power of Attorney shall continue in full force and effect
from June 3, 2002 until revoked by the Grantor.

		    		By:	/s/ Dean E. Cherry
					Name:  Dean E. Cherry


SIGNED, SEALED & DELIVERED                      SIGNED, SEALED & DELIVERED
In the presence of:			        In the presence of:
/s/ Linda F. Therien				/s/ Cheryl Middleton
Witness						Witness
Print Name:  Linda F. Therien			Print Name:  Richard T. Sansone