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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Wallace Computer Services, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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), 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:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/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.
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4) Date Filed:
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[LOGO]
Dear Wallace Shareholder:
On behalf of your company's Board of Directors, we thank those shareholders
who have shown their support by voting the WHITE proxy cards.
As we have communicated, your Board of Directors, after consultation with
its financial advisor, Goldman, Sachs & Co., has unanimously rejected the Moore
$60 unsolicited hostile tender offer as INADEQUATE. Your company's outstanding
performance, including the 66 percent increase in year-on-year first quarter net
income which we announced last week, reaffirms our conclusion that the better
value for shareholders is obtained by Wallace continuing as an independent
entity. We urge you to reject Moore's efforts to elect three of its hand-picked
nominees to Wallace's board, who are committed to selling your company to Moore
at a less-than-adequate price.
WE BELIEVE THE CHOICE IS CLEAR: SUPPORT YOUR BOARD OF DIRECTORS BY PROMPTLY
SIGNING, DATING AND MAILING THE WHITE PROXY.
WALLACE IS ACHIEVING EXTRAORDINARY FINANCIAL PERFORMANCE
One independent analyst said last week that Wallace's first quarter results
"blew away" Wall Street's estimates. Despite the distractions of Moore's
unsolicited hostile tender offer, Wallace continues to achieve record growth in
sales and profitability that outstrips its major competitors.
We had previously forecast fiscal 1996 earnings per share of $3.28. In light
of our strong first quarter results, where we exceeded our initial 78 cent
estimate with earnings per share of 85 cents (before takeover expenses),
management is reviewing whether it will further increase its full year forecast.
The average brokerage firm estimate of per share earnings has already been
revised upward to $3.32 to take account of our success.
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MOORE'S OFFER IGNORES WALLACE'S VALUE
Since initiating its hostile unsolicited takeover bid in August, Moore has
consistently offered you prices that ignore the value of your company.
Specifically, Moore's amended unsolicited hostile offer of $60 per share:
- Was made prior to our outstanding first quarter results which were
announced on November 20.
- Does not reflect our projected per share earnings estimates for the second
quarter.
- Does not address our fiscal 1996 forecast.
Moore's offer gives Wallace shareholders no control premium for Moore
acquiring the best-performing company in its industry.
MOORE'S NOMINEES WILL SERVE MOORE'S INTERESTS . . . NOT YOURS
Today, Wallace's Board has a majority of independent, outside directors.
Moore wants to change that, and proposes a slate of three hand-picked directors.
Moore's nominees are committed to removing Wallace's shareholder rights plan
and to selling your company to Moore at an inadequate price. Moore's nominees
have little knowledge about our industry, and no commitment to the continuation
of Wallace's business or to the strategies that have led to the shareholder
value you have enjoyed to date. Their presence on the board would disrupt the
management of your company and divert the board from the continued
implementation of our strategic plan. Moore's nominees have been nominated
solely to represent Moore's interests.
YOUR VOTE IS NECESSARY
Your vote is necessary to ensure that Wallace continues to grow as an
independent company and continues to deliver value to you today and in the
future! To ensure that your management will be able to continue to grow your
Company, we urge you to sign, date and return the enclosed WHITE Wallace proxy
card. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE THREE WALLACE
DIRECTOR NOMINEES AND AGAINST ALL MOORE PROPOSALS.
PLEASE SIGN, DATE AND RETURN THE WHITE CARD EVEN IF YOU PREVIOUSLY HAVE
SIGNED AND SENT IN ONE OR MORE WHITE CARDS. We are asking you to return new
WHITE cards to reconfirm your vote and to help us track voting as we get closer
to the annual meeting.
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YOUR VOTE IS CRITICAL!
Do not sign Moore's gold card. If you have already signed Moore's gold proxy
card, you may revoke that proxy card by signing, dating and returning the WHITE
proxy card.
Thank you for your loyalty and continued support.
Sincerely,
/s/ Ted Dimitriou /s/ Bob Cronin
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
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SHAREHOLDERS WHO DESIRE ASSISTANCE:
1. SHAREHOLDERS WHO DESIRE ASSISTANCE IN VOTING MAY CONTACT MORROW & CO., INC.
AT THE TELEPHONE NUMBER SET FORTH BELOW.
2. SHAREHOLDERS WHO DESIRE ASSISTANCE IN WITHDRAWING SHARES TENDERED PURSUANT
TO THE MOORE OFFER MAY CONTACT MORROW & CO., INC., WHICH IS ASSISTING
WALLACE, AT THE TELEPHONE NUMBER SET FORTH BELOW.
MORROW & CO., INC.
TOLL FREE: 1-800-662-5200
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