<PAGE>
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 /X/
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Check the appropriate box:
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14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Wallace Computer Services, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Item 22(a)(2) of Schedule 14A.
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14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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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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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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<PAGE>
[LOGO]
October 18, 1995
Dear Wallace Shareholder:
Last week, Moore Corporation Limited amended its unsolicited hostile tender
offer to $60 per share and changed the expiration date to November 3 from
November 8. Your Board of Directors has determined that the amended offer is
inadequate. The Board also concluded that, in light of the company's future
prospects, shareholders would be best served by Wallace remaining an independent
entity. The Board is advising shareholders not to tender their shares.
On October 18, we disclosed our prior internal forecast which anticipates a
50 percent gain in first quarter earnings and a 33 percent rise in full year
fiscal 1996 earnings as the result of our improved operations and accelerating
gains in market share. A copy of the news release issued with that forecast is
included.
MOORE'S ATTEMPT TO MISLEAD SHAREHOLDERS
Moore stated in their October 12 letter to you that one of their
justifications for increasing the offer was that they recognize Wallace's
improved results.
Your Board asks, "WHO IS MOORE TRYING TO KID?"
Two months ago, Wallace announced record fourth quarter 1995 earnings per
share up 33 percent. We can't believe it has taken Moore and their financial
advisors that long to evaluate our results.
Instead, we think they hoped to convince you and other shareholders to
tender into an offer they knew was inadequate from the start . . . despite the
assertion in their September 12 letter that the offer was "full, fair,
compelling and reflects Wallace's current performance and future potential."
Shareholders have twice rejected Moore's offer by not tendering. Only
368,488 shares, 1.6 percent of the total outstanding, were tendered as of the
last extension. We think Moore has finally realized that Wallace shareholders
will not be pressured into tendering to an inadequate offer. MOORE'S OFFER WAS
INADEQUATE BEFORE THEIR RECENT AMENDMENT . . . AND THEIR AMENDED OFFER CONTINUES
TO BE INADEQUATE ESPECIALLY IN LIGHT OF OUR ANNOUNCEMENT THAT OUR PRIOR INTERNAL
FORECAST ANTICIPATES A 50 PERCENT FIRST QUARTER EARNINGS INCREASE AND A 33
PERCENT INCREASE IN EARNINGS FOR FISCAL 1996.
<PAGE>
MOORE'S HIGH PRESSURE TACTICS
Moore also says in their October 12 letter that they have shortened the
tender period because they do not want a prolonged process. You should ask
yourself why Moore is doing this. We believe Moore's true reason for shortening
the tender offer was summarized in an October 13 WALL STREET JOURNAL article:
". . . MOORE IS PUTTING SHAREHOLDERS' FEET TO THE FIRE,
WHILE KEEPING A LID ON THE STOCK PRICE."*
We believe Moore realizes that your company is increasing in value with each
passing day, and that their offer is growing ever more inadequate. Your Board
thinks you should reject this coercive effort to acquire your shares.
We ask you to reject the Moore offer as you have in the past and make the
best decision for yourself.
Thank you for your continued support.
Sincerely,
<TABLE>
<S> <C>
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
</TABLE>
<PAGE>
SHAREHOLDERS WHO HAVE TENDERED:
IF YOU HAVE TENDERED SHARES TO MOORE, YOU HAVE EVERY RIGHT
TO WITHDRAW YOUR TENDER
IF YOU HAVE TENDERED YOUR SHARES THROUGH A BANK OR BROKER
YOU MAY INSTRUCT YOUR BANK OR BROKER TO WITHDRAW YOUR SHARES
IF YOU NEED ASSISTANCE, PLEASE CALL
MORROW & CO., INC.
TOLL FREE: 1-800-662-5200
The participants in this solicitation include Wallace Computer Services,
Inc. (the "company") and the following directors of the company: Theodore
Dimitriou, Robert J. Cronin, Richard F. Doyle, Fred F. Canning, R. Darrell
Ewers, William N. Lane III, William E. Olsen and Neele E. Stearns, Jr. Employee
participants may include Bruce D'Angelo, Michael O. Duffield, Michael R. Finger,
Michael J. Halloran, Donald J. Hoffmann, Michael T. Leatherman, Michael M.
Mulcahy, Michael T. Quane, Wayne E. Richter, Bradley P. Samson and Teresa A.
Sorrentino. All of the above persons are deemed to own beneficially less than 2%
of the outstanding shares of Common Stock of the company in the aggregate. For a
description of interests of certain of the foregoing individuals in the
solicitation, please see the company's Solicitation/Recommendation Statement on
Schedule 14D-9, which was publicly filed with the Securities and Exchange
Commission and previously mailed to all of the company's stockholders, the
amendments thereto, and the company's Proxy Statement dated October 7, 1994 for
the company's 1994 Annual Meeting of Stockholders.
* Written by Larry Greenberg. Neither the consent of the author nor THE WALL
STREET JOURNAL was sought.
<PAGE>
[LOGO]
NEWS RELEASE
Contact: Brad Samson, Wallace
708/449-8600
Jeff Zilka or Roy Wilcy, Hill and Knowlton
312/255-1200
WALLACE DISCLOSES FORECAST OF 50 PERCENT GAIN IN 1ST QUARTER
EARNINGS AND SEES FURTHER GAINS FOR FULL YEAR;
BOARD REJECTS AMENDED MOORE HOSTILE OFFER AS INADEQUATE
HILLSIDE, Ill., October 18, 1995 -- Bob Cronin, president and chief
executive officer of Wallace Computer Services, Inc. (NYSE: WCS), today
disclosed the company's prior internal forecast which anticipates a 50 percent
gain in first quarter earnings and a 33 percent rise in full year fiscal 1996
earnings as the result of the company's improved operations and accelerating
gains in market share.
Cronin said the company expects first quarter earnings per share of 78 cents
on sales of $206 million. For the full year, Cronin said the company anticipates
earnings per share of $3.28 on estimated sales of $825 million. These estimates
are made on a consistent basis with the last fiscal year and do not include
benefits from acquisitions the company is pursuing in the normal course of
business or expenses associated with Moore's hostile takeover attempt.
Last year, Wallace earned $11.6 million, or 52 center per share, in the
three months ended October 31, 1994. For the fiscal year ended July 31, 1995,
the company earned $55.3 million, or $2.46 per share. The current consensus
analyst estimate is that Wallace will earn $3.07 per share in the current fiscal
year -- considerably lower than what Wallace management is forecasting
internally.
"We are 12 weeks into our first fiscal quarter and we are exceeding our
sales forecasts in all sectors -- particularly our W.I.N. and Select Service
programs where we signed 18 large volume customers and gained market share,"
Cronin said. "Since the beginning of the year, securities analysts have raised
their earnings estimates by 18 percent and they may have to rethink their
forecasts again. We are poised for even stronger results in the future as the
benefits of our strategic program are more fully realized."
Cronin's comments came as he announced that the Wallace Board of Directors,
with the advice of Goldman, Sachs & Co., its financial advisor, unanimously
concluded that the amended unsolicited hostile tender offer from Moore is
inadequate. The Board also concluded that, in light of the company's future
prospects, shareholders would be best served by Wallace remaining an independent
entity. The Board is advising shareholders not to tender their shares.
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. Founded in Chicago in
1908, Wallace is headquartered in Hillside, Illinois with manufacturing,
distribution and sales facilities throughout the United States.
* * *
<PAGE>
[LOGO]
WALLACE
COMPUTER SERVICES, INC.
NEWS RELEASE
Contact: Brad Samson, Wallace
708/449-8600
Jeff Zilka or Roy Wiley, Hill and Knowlton
312/255-1200
WALLACE DISCLOSES FORECAST OF 50 PERCENT GAIN IN 1ST QUARTER EARNINGS AND SEES
FURTHER GAINS FOR FULL YEAR;
BOARD REJECTS AMENDED MOORE HOSTILE OFFER AS INADEQUATE
HILLSIDE, Ill., October 18, 1995 -- Bob Cronin, president and chief
executive officer of Wallace Computer Services, Inc. (NYSE: WCS), today
disclosed the company's prior internal forecast which anticipates a 50 percent
gain in first quarter earnings and a 33 percent rise in full year fiscal 1996
earnings as the result of the company's improved operations and accelerating
gains in market share.
Cronin said the company expects first quarter earnings per share of 78
cents on sales of $206 million. For the full year, Cronin said the company
anticipates earnings per share of $3.28 on estimated sales of $825 million.
These estimates are made on a consistent basis with the last fiscal year and do
not include benefits from acquisitions the company is pursuing in the normal
course of business or expenses associated with Moore's hostile takeover
attempt.
Last year, Wallace earned $11.6 million, or 52 cents per share, in the
three months ended October 31, 1994. For the fiscal year ended July 31, 1995,
the company earned $55.3 million, or $2.46 per share. The current consensus
analyst estimate is that Wallace will earn $3.07 per share in the current fiscal
year -- considerably lower than what Wallace management is forecasting
internally.
"We are 12 weeks into our first fiscal quarter and we are exceeding our
sales forecasts in all sectors -- particularly our W.I.N. and Select Service
programs where we signed 18 large volume customers and gained market share,"
Cronin said. "Since the beginning of the year, securities analysts have raised
their earnings estimates by 18 percent and they may have to rethink their
forecasts again. We are poised for even stronger results in the future as the
benefits of our strategic program are more fully realized."
Cronin's comments came as he announced that the Wallace Board of Directors,
with the advice of Goldman, Sachs & Co., its financial advisor, unanimously
concluded that the
<PAGE>
amended unsolicited hostile tender offer from Moore is inadequate. The Board
also concluded that, in light of the company's future prospects, shareholders
would be best served by Wallace remaining an independent entity. The Board is
advising shareholders not to tender their shares. Following is the text of a
letter being sent to shareholders by Cronin and Ted Dimitriou, chairman of the
board:
Dear Wallace Shareholder:
Last week, Moore Corporation Limited amended its unsolicited hostile tender
offer to $60 per share and changed the expiration date to November 3 from
November 8. Your Board of Directors has determined that the amended offer is
inadequate. The Board also concluded that, in light of the company's future
prospects, shareholders would be best served by Wallace remaining an independent
entity. The Board is advising shareholders not to tender their shares.
On October 18, we disclosed our prior internal forecast which
anticipates a 50 percent gain in first quarter earnings and a 33 percent rise
in full year fiscal 1996 earnings as the result of our improved operations
and accelerating gains in market share. A copy of the news release issued
with that forecast is included.
MOORE'S ATTEMPT TO MISLEAD SHAREHOLDERS
Moore stated in their October 12 letter to you that one of their
justifications for increasing the offer was that they recognize Wallace's
improved results.
Your Board asks, "WHO IS MOORE TRYING TO KID?"
TWO MONTHS ago, Wallace announced record fourth quarter 1995 earnings per
share up 33 percent. We can't believe it has taken Moore and their financial
advisors that long to evaluate our results.
Instead, we think they hoped to convince you and other shareholders to
tender into an offer they knew was inadequate from the start ... despite the
assertion in their September 12 letter that the offer was "full, fair,
compelling and reflects Wallaces current performance and future potential."
Shareholders have twice rejected Moore's offer by not tendering. Only
368,488 shares, 1.6 percent of the total outstanding, were tendered as
of the last extension. We think Moore has finally realized that Wallace
shareholders will not be pressured into tendering to an inadequate offer.
MOORE'S OFFER WAS INADEQUATE BEFORE THEIR RECENT AMENDMENT ... AND THEIR
AMENDED OFFER CONTINUES TO BE INADEQUATE ESPECIALLY IN LIGHT OF OUR ANNOUNCEMENT
THAT OUR PRIOR INTERNAL FORECAST ANTICIPATES A 50 PERCENT FIRST QUARTER
<PAGE>
EARNINGS INCREASE AND A 33 PERCENT INCREASE IN EARNINGS FOR FISCAL 1996.
MOORE'S HIGH PRESSURE TACTICS
Moore also says in their October 12 letter that they have shortened the
tender period because they do not want a prolonged process. You should ask
yourself why Moore is doing this. We believe Moore's true reason for
shortening the tender offer was summarized in an October 13 WALL STREET
JOURNAL article:
"... MOORE IS PUTTING SHAREHOLDERS' FEET TO THE FIRE, WHILE KEEPING A LID
ON THE STOCK PRICE." *
We believe Moore realizes that your company is increasing in value with
each passing day, and that their offer is growing ever more inadequate. Your
Board thinks you should reject this coercive effort to acquire your shares.
We ask you to reject the Moore offer as you have in the past and make the
best decision for yourself.
Thank you for your continued support.
Sincerely,
Ted Dimitriou Bob Cronin
Chairman of the Board President and CEO
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. Founded in Chicago in
1908, Wallace is headquartered in Hillside, Illinois with manufacturing,
distribution and sales facilities throughout the United States.
SHAREHOLDERS WHO HAVE TENDERED:
IF YOU HAVE TENDERED SHARES TO MOORE, YOU HAVE EVERY RIGHT
TO WITHDRAW YOUR TENDER
IF YOU HAVE TENDERED YOUR SHARES THROUGH A BANK OR BROKER YOU
MAY INSTRUCT YOUR BANK OR BROKER TO WITHDRAW YOUR SHARES
IF YOU NEED ASSISTANCE, PLEASE CALL
MORROW & CO., INC.
TOLL FREE: 1-800-662-5200
The participants in this solicitation include Wallace Computer Services, Inc.
(the "Company") and the following
<PAGE>
directors of the Company: Theodore Dimitriou, Robert J. Cronin, Richard F.
Doyle, Fred F. Canning, R. Darrell Ewers, William N. Lane III, William E.
Olsen and Neele E. Stearns, Jr. Employee participants may include Bruce
D'Angelo, Michael O. Duffield, Michael R. Finger, Michael J. Halloran, Donald
J. Hoffmann, Michael T. Leatherman, Michael M. Mulcahy, Michael T. Quane,
Wayne E. Richter, Bradley P. Samson and Teresa A. Sorrentino. All of the
above persons are deemed to own beneficially less than 2% of the outstanding
shares of Common Stock of the Company in the aggregate. For a description of
interests of certain of the foregoing individuals in the solicitation, please
see the Company's Solicitation/Recommendation Statement on Schedule 14D-9,
which was publicly filed with the Securities and Exchange Commission and
previously mailed to all of the Company's stockholders, the amendments
thereto, and the Company's Proxy Statement dated October 7, 1994 for the
Company's 1994 Annual Meeting of Stockholders.
* Written by Larry Greenberg. Neither the consent of the author nor THE WALL
STREET JOURNAL was sought.
