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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
WALLACE COMPUTER SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
MOORE CORPORATION LIMITED
FRDK, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/x/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
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Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
MOORE CORPORATION INCREASES OFFER, RESETS TENDER EXPIRATION
-- Moore Says It Will Terminate Offer
If Significant Percentage of Shares Not Tendered --
TORONTO (October 12, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
announced today that it has amended its tender offer to purchase all of the
outstanding common stock of Wallace Computer Services (NYSE: WCS) to $60 cash
per share, and to now expire at 7:00 p.m., New York City time on November 3,
1995. The offer had been for $56 cash per share and was set to expire on
November 8, 1995.
Moore also said that if a significant percentage of shares has not been tendered
by the new November 3 expiration date, it intends to terminate its offer and
all other efforts to acquire Wallace.
(The full text of a letter sent today to Wallace
shareholders is attached.)
###
Moore Corporation Limited is a global leader in delivering information handling
products and services that create efficiency and enhance competitiveness for
customers. Founded in Toronto in 1882, Moore has approximately 20,000 employees
and over 100 manufacturing facilities serving customers in 59 countries. Sales
in 1994 were US$2.4 billion.
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[MOORE CORPORATION LIMITED LETTERHEAD]
October 12, 1995
DEAR WALLACE SHAREHOLDER:
Today Moore Corporation announced an increase in our all cash tender offer
for Wallace from $56 to $60 per share.
You should be aware, however, that unless Wallace shareholders act
decisively prior to November 3, 1995, to tender a significant percentage of
Wallace's total outstanding stock, we intend to terminate our tender offer.
Therefore, it is critical for you to review our increased offer and then send a
clear message to the Wallace Board by tendering your shares.
Over the past months, the Wallace Board has consistently refused to meet
with us, despite our repeated requests to meet and discuss any and all terms of
our offer, including price. They have also refused to remove any of their array
of defenses, including the "poison pill", which effectively deny you, the
Wallace shareholders, the right to freely accept or reject our offer.
Consistent with this pattern of intransigence, the Wallace Board has now
postponed the annual shareholders meeting one full month to December 8,
1995 -- the last possible date they could legally set. Prolonging this process
will only result in increased costs to all parties -- an unnecessary waste of
time, money and resources -- ultimately at the expense of Wallace and its
shareholders.
We believe that we will receive strong support from Wallace's shareholders
for our new offer and can ultimately succeed in a proxy contest at the Wallace
Annual Meeting, but we wish to avoid the unnecessary waste of resources a
prolonged proxy contest would entail. It can be avoided only with the agreement
of the Wallace Board. For this purpose, and in recognition of Wallace's improved
results, we are prepared to sit down immediately with the Wallace Board and
negotiate an all cash transaction at our $60 per share price. We need the
support of the Wallace shareholders to bring the Wallace Board to the table.
Therefore, Moore urges all Wallace shareholders to tender their shares
pursuant to Moore's amended offer prior to November 3, 1995. If a significant
percentage of the Wallace shares are tendered, it will send a powerful message
to the Wallace Board of Directors that the Wallace shareholders want the Board
to negotiate with Moore without further delay.
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You need to tender your shares at this time, even though Wallace's "poison
pill" currently prevents Moore from accepting your shares. We disagree with the
claim of Wallace's Board that the number of shares tendered to date reflects a
lack of shareholder support for Moore's offer. It is up to you to clarify this
issue, and send a clear message to the Wallace Board by tendering promptly.
A copy of the amended offer is being mailed to all shareholders. The offer
will expire on November 3, 1995, unless extended. Shares tendered can be
withdrawn pursuant to the terms of the amended offer at any time prior to their
acceptance for payment.
We urge you to respond positively to our increased offer. A high tender
response will be a message the Wallace Board cannot ignore. A low response will
cause Moore to terminate its pursuit of Wallace and redirect the resources of
Moore's shareholders to other opportunities available to us to implement our
corporate strategy and the transformation of our industry.
Thank you for your consideration and support.
Sincerely,
RETO BRAUN
Chairman & CEO
If you have questions or need assistance in tendering your shares please
contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
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CERTAIN INFORMATION CONCERNING
PARTICIPANTS IN PROXY SOLICITATION
Moore Corporation Limited ("Moore") and FRDK, Inc., a wholly owned
subsidiary of Moore ("FRDK"), have filed a preliminary proxy statement for the
1995 Annual Meeting of Stockholders (the "Annual Meeting") of Wallace Computer
Services, Inc. ("Wallace") in support of the election of the three nominees
named below as directors of Wallace (the "Moore Nominees") and in favor of three
stockholder resolutions that FRDK plans to introduce at the Annual Meeting. The
following information concerning the identities of the "participants" (as
defined in Instruction 3 of Item 4 of Schedule 14A promulgated by the Securities
and Exchange Commission (the "Commission")) in the proxy solicitation by Moore
and FRDK and the interests of such participants is furnished pursuant to Rule
14a-11(b)(2) promulgated by the Commission.
The Moore Nominees are Curtis A. Hessler, Albert W. Isenman III and Robert
P. Rittereiser. In addition to Moore, FRDK and the Moore Nominees, the following
directors and executive officers of Moore and FRDK may be deemed participants in
the solicitation of proxies: Reto Braun (Chairman of the Board, President and
Chief Executive Officer of Moore), Stephen A. Holinski (Senior Vice President
and Chief Financial Officer of Moore; Director, Vice President and Treasurer of
FRDK), Joseph M. Duane (Vice President and General Counsel of Moore; Director,
Chairman and President of FRDK), Shoba Khetrapal (Vice President and Treasurer
of Moore), Hilda Mackow (Vice President Communications of Moore), Janice
McKenzie (Senior Analyst, Corporate Secretarial of Moore), Joan M. Wilson (Vice
President and Secretary of Moore; Director, Vice President and Secretary of
FRDK). No Moore Nominee or any director or executive officer of Moore or FRDK
currently owns any Shares. Moore owns 200 shares of common stock, par value
$1.00 per share (the "Shares"), of Wallace. In addition, FRDK owns 150 Shares.
In addition to the persons listed above, the following individuals may by
deemed participants in the solicitation of proxies: Lazard Freres & Co. LLC
("Lazard Freres"), Gerald Rosenfeld (Managing Director of Lazard Freres), Mark
McMaster (Vice President of Lazard Freres), RBC Dominion Securities ("Dominion")
and John Budreski (Vice President, Equity Division of Dominion). None of the
foregoing entities or individuals currently own any Shares.
