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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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Wallace Computer Services, Inc.
(Name of Subject Company)
FRDK, INC.
MOORE CORPORATION LIMITED
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS
(Title of Class of Securities)
932270101
(CUSIP Number of Class of Securities)
JOSEPH M. DUANE, ESQ.
FRDK, INC.
1 FIRST CANADIAN PLACE
TORONTO, ONTARIO, CANADA M5X 1GF
(416) 364-2600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
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COPY TO:
DENNIS J. FRIEDMAN, ESQ.
DAVID M. WILF, ESQ.
DAVID M. SCHWARTZBAUM, ESQ.
CHADBOURNE & PARKE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100
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<PAGE>
FRDK, Inc. hereby amends and supplements its Tender Offer
Statement on Schedule 14D-1 (as amended, the "Statement"), originally filed on
August 2, 1995, as amended by Amendments No. 1, 2, 3 and 4, with respect to its
offer to purchase all outstanding shares of Common Stock, par value $1.00 per
share, of Wallace Computer Services, Inc., a Delaware corporation, (together
with the associated preferred stock purchase rights), to add Moore Corporation
Limited, a corporation incorporated under the laws of Ontario ("Moore"), as a
"bidder" thereunder. Unless the context otherwise requires, all information
contained in the Statement, as amended, about or relating to Moore shall be
deemed to have been provided by and relating to Moore in its capacity as a
"bidder" on whose behalf the tender offer is being made. Capitalized terms not
defined herein shall have the meanings assigned thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Press Release, dated August 18, 1995.
<PAGE>
SIGNATURE
After due 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.
Dated: August 18, 1995
FRDK, Inc.
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
MOORE CORPORATION
LIMITED
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: Vice President and
General Counsel
2
<PAGE>
EXHIBIT INDEX
(a)(13) Press Release, dated August 18, 1995.
Exhibit (a)(13)
Contact
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
MOORE CORPORATION ANNOUNCES THAT THE WAITING PERIOD
UNDER U.S. ANTITRUST LAWS EXPIRED
TORONTO (August 18, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
announced today that the waiting period under the Hart-Scott-Rodino Act in
connection with Moore's proposed acquisition of Wallace Computer Services (NYSE:
WCS) has expired without further inquiry by the U.S. Department of Justice.
Moore is very pleased that it can proceed with its tender offer for Wallace
having satisfied the pre-clearance requirements under the U.S. antitrust laws.
###
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.
