WALLACE COMPUTER SERVICES INC, SC 14D9, 1995-08-15

WALLACE COMPUTER SERVICES INC
SC 14D9, 1995-08-15
MANIFOLD BUSINESS FORMS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

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WALLACE COMPUTER SERVICES, INC.
(NAME OF SUBJECT COMPANY)
WALLACE COMPUTER SERVICES, INC.
(NAME OF PERSON(S) FILING STATEMENT)

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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)

932270 10 1
(CUSIP NUMBER OF CLASS SECURITIES)

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MICHAEL J. HALLORAN
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY
WALLACE COMPUTER SERVICES, INC.
4600 W. ROOSEVELT ROAD
HILLSIDE, ILLINOIS 60162
(312) 626-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

COPIES TO:

<TABLE>
<S> <C>
FREDERICK C. LOWINGER CRAIG T. BOYD
STEVEN SUTHERLAND BUTLER, RUBIN,
SIDLEY & AUSTIN SALTARELLI & BOYD
ONE FIRST NATIONAL PLAZA THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60602
(312) 853-7000 (312) 444-9660
</TABLE>

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ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is Wallace Computer Services, Inc., a
Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is 4600 West Roosevelt Road, Hillside, Illinois 60162.
The title of the class of equity securities to which this Statement relates is
the common stock, par value $1.00 per share (the "Common Stock"), of the
Company, together with the associated preferred stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of March 14, 1990
(the "Rights Agreement"), between the Company and Harris Trust and Savings Bank,
as Rights Agent (the Common Stock, together with the Rights, are hereinafter
referred to as the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER.

This Statement relates to the tender offer by FRDK, Inc., a New York
corporation (the "Bidder") and a wholly owned subsidiary of Moore Corporation
Limited, an Ontario corporation ("Moore"), disclosed in a Tender Offer Statement
on Schedule 14D-1 (as amended, the "Schedule 14D-1"), dated August 2, 1995, to
purchase all outstanding Shares at a price per share of $56.00 net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 2, 1995 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which together constitute the "Offer").

According to the Offer to Purchase, the address of the principal executive
offices of the Bidder and Moore is 1 First Canadian Place, Suite 7200, Toronto,
Ontario, Canada M5X 1G5.

ITEM 3. IDENTITY AND BACKGROUND.

(A) NAME AND BUSINESS ADDRESS OF PERSON FILING THIS STATEMENT.

The name and business address of the Company, which is the person filing
this Statement, are set forth in Item 1 above, which information is incorporated
herein by reference.

(B)(1) ARRANGEMENTS WITH EXECUTIVE OFFICERS, DIRECTORS OR AFFILIATES OF THE
COMPANY.

Certain information with respect to certain contracts, agreements,
arrangements or understandings between the Company and certain of its executive
officers, directors and affiliates is set forth in pages 6-17 of the Company's
Notice of Annual Meeting of Stockholders and Proxy Statement dated October 7,
1994 for the Company's 1994 Annual Meeting of Stockholders (the "Proxy
Statement"), copies of which pages are attached as Exhibit 1 to this Statement
and are incorporated herein by reference. The amendments to the Company's
Employee Stock Purchase Plan described in the Proxy Statement became effective
following their approval by the stockholders of the Company at its Annual
Meeting held on November 9, 1994.

The Company has entered into an Employment Agreement, dated as of January 1,
1995, with Robert J. Cronin (the "Employment Agreement") pursuant to which Mr.
Cronin will be employed as the Company's President and Chief Executive Officer
until December 31, 1999. The Employment Agreement provides for Mr. Cronin to be
paid a base salary of at least $365,000 per year and, at the Company's
discretion, annual bonuses may be awarded to Mr. Cronin under the Company's
Executive Incentive Plan or otherwise. In the event of a Material Change (as
hereafter defined), Mr. Cronin, for his continued employment, will be paid for
each fiscal year during the remainder of the term of the Employment Agreement an
annual bonus equal to an amount not less than the average annual bonus awarded
to Mr. Cronin for the last two fiscal years preceding the fiscal year in which
the Material Change occurs. A "Material Change" includes the acquisition of
beneficial ownership of 50% or more of the outstanding shares of the Company's
Common Stock, the election as directors representing one-half or more of the
Company's Board of Directors of persons who were not nominated or recommended by
the incumbent Board of Directors, or the occurrence of any other event or state
of facts that the Board of Directors determines to be a "Material Change" for
purposes of the Employment Agreement. At the election of Mr. Cronin, his annual
bonus for any fiscal year may be deferred and paid, with interest (based on the
rate paid on 90-day bank certificates of deposit), in 120 equal monthly
installments following the termination of his employment. The Employment
Agreement also provides that, if Mr. Cronin should become disabled during the
term of his employment, he will be paid 50% of his base salary then in effect
for the remainder of the employment term or until his death, whichever occurs
first. In the event of a Material Change, Mr. Cronin may elect to terminate his
services if (i) the Company fails to continue to employ Mr. Cronin in the same
capacity in which he was employed immediately prior to the Material Change, (ii)
the Company impedes or otherwise fails

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to permit Mr. Cronin to exercise fully and properly his duties and
responsibilities as President and Chief Executive Officer or (iii) the Company
fails to pay Mr. Cronin's base salary or award to him the annual bonus when due.
In the event Mr. Cronin elects to terminate his services pursuant to the
preceding sentence, Mr. Cronin will be entitled to a termination payment equal
to the present value of the minimum base salary, bonuses payable and other
compensation to which he would have been entitled if he had continued in the
employ of the Company through the last day of the term of the Employment
Agreement. In the event that, in connection with a Material Change, the
termination payment or any other amounts payable to Mr. Cronin or certain of his
beneficiaries is subject to the excise tax imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended, or any similar tax or assessment
(collectively, "Excise Taxes"), the Company shall pay the amount necessary to
reimburse Mr. Cronin or his beneficiaries, as the case may be, for (i) all
Excise Taxes that may be imposed and (ii) any and all income and other taxes
that may be imposed on Mr. Cronin or his beneficiaries under clause (i) above or
under this clause (ii). Subject to certain limitations, during the term of the
Employment Agreement, Mr. Cronin and his dependents will receive all benefits,
and may participate in other plans and programs, which executive employees of
the Company are entitled to receive or in which they are entitled to
participate. In addition, subject to certain limitations, Mr. Cronin and his
wife will be entitled to reimbursement of all medical expenses they may incur
during Mr. Cronin's lifetime. The Employment Agreement also provides for Mr.
Cronin to receive a maximum monthly supplemental retirement benefit equal to 50%
of his average monthly compensation from the Company for the last sixty months
of his full-time employment, reduced by his monthly social security retirement
benefits and the monthly amount payable under a single life annuity equal to the
value of all other amounts payable under any retirement plan or program of the
Company (other than amounts attributable to his contributions). Subject to
certain limitations, during the term of the Employment Agreement and for a
period of two years after the later to occur of (i) the end of the term of the
Employment Agreement and (ii) the termination of Mr. Cronin's employment for any
reason, Mr. Cronin has agreed not to, directly or indirectly, own, manage,
operate, control, be employed by, participate in or be connected with the
ownership, management, operation or control of, any entity which is directly
engaged in any business or activity directly competitive with any business of
the Company. A copy of the Employment Agreement is filed as Exhibit 2 hereto and
is incorporated herein by reference, and the foregoing description of the
Employment Agreement is qualified in its entirety by reference to such Exhibits.

Pursuant to indemnification agreements referred to on page 16 of the Proxy
Statement, subject to certain limitations, the Company must advance any and all
defense costs (including attorneys' fees) of investigating, defending or
otherwise contesting any claim made against the director with respect to any
alleged act or omission by him as a director of the Company, provided that the
director gives the Company a written undertaking to repay all such advances if
and to the extent it is ultimately determined that the director is not entitled
to indemnification with respect to such claim. Each of the directors of the
Company has entered into an Undertaking to Repay if and to the extent it is
ultimately determined that the director is not entitled to indemnification with
respect to litigation currently pending in which the Company and the directors
were named as defendants. See Item 8(c) hereto for a discussion of such
litigation. Copies of the forms of Undertaking to Repay are filed as Exhibit 3
hereto and incorporated herein by reference.

(B)(2) ARRANGEMENTS WITH THE BIDDER, ITS EXECUTIVE OFFICERS, DIRECTORS OR
AFFILIATES.

There are no contracts, agreements, arrangements or understandings or actual
or potential conflicts of interests between the Company and its affiliates and
the Bidder, its executive officers, directors or affiliates.

On or about February 16, 1995, a representative of Lazard Freres & Co. LLC
("Lazard") contacted Mr. Neele E. Stearns, Jr., a member of the Company's Board
of Directors and a personal acquaintance of such representative, and inquired
whether a representative of the Company would be willing to meet with Mr. Reto
Braun, Chief Executive Officer of Moore, to discuss a possible business
combination on a friendly basis involving Moore and the Company. Mr. Stearns
replied that he would communicate with representatives of the Company and then
follow up with the Lazard representative. During the telephone conversation, Mr.
Stearns also scheduled a lunch with the Lazard representative for March 2 to
discuss certain matters unrelated to the Company and Moore.

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On February 21, 1995, Mr. Stearns contacted the Lazard representative and
informed him that Mr. Braun or a representative of Lazard should communicate in
writing directly with Mr. Cronin in the event they wished to raise the
possibility of discussing a business combination.

On or about February 24, 1995, Mr. Braun sent a letter to Mr. Cronin, the
text of which follows:

February 24, 1995

Dear Mr. Cronin:

As a result of recent discussions between our financial advisor, Lazard
Freres, and Mr. Neele Stearns of your Board of Directors, it has been
suggested that I communicate directly with you in this manner. I welcome the
opportunity.

As you may know, I came to Moore as CEO in September of 1993. Since then, my
focus has been on achieving operational excellence and charting strategic
direction for Moore in a fast changing environment. I am sure that you at
Wallace perceive the same challenges that technological change has brought
to our traditional markets and our traditional means of delivering value to
our customers. I have followed with great interest your progress in
addressing these issues.

After studying the industry's structure in relation to its changing market,
and the challenges faced by the forms companies in transforming their
businesses, I have concluded that significant shareholder value could be
created at this time by pursuing a strategic combination within the
industry. It is my belief that Moore and Wallace might make an excellent
fit. It is apparent to me that we share a common vision in the areas of
forms services, electronic forms, electronic order entry systems, digital
print networks, pressure sensitive labels and other strategic imperatives.
Cost and scale rationalizations in our traditional businesses and the
combined ability to pursue technology advances would benefit our
shareholders, our customers, and our employees. With the Moore network of
international subsidiaries and operations, our combined technologies could
be leveraged worldwide.

I would welcome to begin discussions with you, on a strictly confidential
basis, to explore the possibility of a combination of our companies. We are
very flexible in our thinking as to the form such a combination might take.
After you have had a chance to discuss this with your Board, I would be most
happy to meet with you to share our respective views. I am in our Lake
Forest offices most of my time. You can reach me at the above number in
Toronto, in Lake Forest at 708-615-5777 or alternatively you could contact
Mr. Gerald Rosenfeld of Lazard in New York at 212-632-6820 to arrange for a
meeting. I look forward to hearing from you.

Sincerely,
/s/ Reto Braun
Reto Braun

On March 2, 1995, Mr. Stearns attended the previously scheduled lunch with
the representative of Lazard at which certain matters unrelated to Moore and the
Company were discussed. Mr. Stearns also confirmed that Mr. Braun's February 24
letter was under consideration by the Company.

On March 8, 1995, at a regularly scheduled meeting of the Board of
Directors, the Board of Directors discussed the February 24 letter of Mr. Braun
and Moore's interest in pursuing a possible transaction with the Company.

On or about March 9, 1995, Mr. Cronin attempted to reach Mr. Braun by
telephone, but was advised that he would be out of his office until March 14. On
or about March 14, Mr. Cronin contacted Mr. Braun by telephone. At the outset of
the telephone conversation, Mr. Cronin stated that the telephone call would not
have been made if the Company had not received Lazard's assurances that Moore
would only proceed on a friendly basis. Mr. Braun agreed completely and stated
that Moore would only pursue a transaction on a friendly basis.

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Mr. Cronin informed Mr. Braun that the Company was successfully pursuing its
corporate strategy, saw no reason to depart from it and that, accordingly, the
Company was not for sale. However, Mr. Cronin stated he was nevertheless
prepared to meet with Mr. Braun if he still desired to do so. Mr. Braun stated
that such a meeting was unnecessary and that the Company should "consider the
situation closed."

On March 22, 1995, Mr. Stearns briefly visited the office of the Lazard
representative to confirm that the representative was aware of the March 14th
telephone conversation between Messrs. Braun and Cronin. The Lazard
representative once again stated that Moore would only pursue a friendly
transaction.

On April 18, 1995, Mr. Cronin and Mr. Braun met each other at an industry
conference in New York City. Mr. Braun suggested that the two should meet for
lunch to discuss certain matters unrelated to a business combination. Mr. Cronin
stated that he would be willing to have lunch and that Mr. Braun should contact
him to set up a date. In the following weeks, Mr. Braun's secretary contacted
Mr. Cronin's secretary several times to arrange a lunch meeting for Messrs.
Braun and Cronin. Ultimately the secretaries scheduled the lunch between Mr.
Braun and Mr. Cronin for August 8, 1995.

On the evening of Sunday, July 30, 1995, Mr. Braun called Mr. Cronin from
New York and left a recorded message on Mr. Cronin's home answering machine
stating that Moore and the Bidder were going to make a tender offer for the
Company. At approximately 10:30 p.m., Chicago time, on Sunday, July 30, 1995, a
messenger slipped a letter under the front door at Mr. Cronin's residence, which
was addressed to Mr. Theodore Dimitriou, Chairman of the Board of Directors of
the Company, and Mr. Cronin. The following is the text of the letter:

July 30, 1995

Dear Mr. Dimitriou and Mr. Cronin:

As you know from our prior communications, the Board of Directors and
management of Moore Corporation believe the combination of our two companies
makes eminent business sense. Unfortunately, your Board specifically
rejected our proposal to discuss a strategic business combination. We
therefore felt we had no choice but to proceed with an offer directly to
your shareholders. We continue to believe it is in the best interests of
both companies to move expeditiously toward a mutually-agreed combination of
our companies.

This week we will commence an offer to purchase all of the outstanding
common stock of Wallace at $56.00 per share in cash, a total of
approximately $1.3 billion. This offer represents an 84% premium over your
share price on February 24, 1995 when we first contacted you regarding a
business combination, and 42% over your most recent 30-day average closing
price. In the interim, we have noted your favorable results and our price
reflects both your recent and anticipated performance. We are confident that
your shareholders will find our offer compelling.

As you know, Moore is the acknowledged global leader in our industry. As a
113 year old corporation, Moore operates in 59 countries with over 100
manufacturing facilities. Over the past two years, we have been redirecting
our energies and resources to meet the rapidly changing information handling
technologies and demands of our customers and increase our rate of growth.
We have made excellent progress. And we have noted with interest your
similar efforts and progress.

We believe the combination of Moore's strengths with Wallace's would
accelerate our mutual efforts, creating a new entity capable of providing
the full spectrum of integrated products and service offerings that today's
customers demand on a global basis.

Together, we would redefine the industry. The new entity would be far more
than the sum of its parts. In the United States, our respective operations
are complementary in three targeted growth areas: total forms and print
management; labels; and personalized direct mail. Our combined capabilities
in these core areas would give the new entity a significant competitive
opportunity, enabling us to fully serve the needs of any organization.
Together, we would simultaneously expand our sales to our respective
existing customers and appeal to new ones. Overseas, we would be able to
leverage exponentially the combined products, services and technological
advantages with Moore's existing customer base.

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The combination of our two entities would benefit from Moore's:

- World-wide market leader position with global Fortune 1000 customers.

- Unique electronic solutions capabilities, through the JetForm equity
alliance.

- Proprietary research and technologies in variable digital network
color printing, global print management distribution network,
linerless labels, direct personalized marketing, statement processing
and distribution.

- Partnership and strategic alliances with worldwide market and
technology leaders -- Datamax, Indigo, EDS and Toppan Moore.

- Financial strength, continued investment in capital and technology,
and scope of resources.

In sum, the new entity would be ideally positioned to compete successfully
in the global marketplace of the future.

As a result of the provision in your bylaws which requires advance notice of
Board nominees, later today we will be delivering a notice identifying three
nominees for the upcoming annual meeting of shareholders. Our nominees will
be dedicated to implementing our proposed transaction, consistent with their
fiduciary duties. Our attorneys also advise me we will be filing certain
litigation relating to your defensive provisions.

We have the highest regard for you and your management team, which we
believe would find a professionally exciting and rewarding environment at
the combined entity, and we hope and expect that your team would remain in
place. The complementary nature of our operations would make integration
straightforward and would create exciting new opportunities for employees of
the combined entity. And, of course, our commitment to the U.S. would remain
strong.

We stand ready to meet with you and the Wallace Board and management at any
time to discuss any aspect of our proposed combination so that you will
share our confidence and enthusiasm for this transaction -- a transaction
that serves the best interests of both of our companies and our
shareholders, employees, customers and communities.

Sincerely,
/s/ Reto Braun
Reto Braun
cc: Wallace Board of Directors

On the evening of July 30, 1995, Goldman, Sachs & Co. ("Goldman Sachs") was
retained as financial advisor to the Company.

On July 31, 1995, Moore and the Bidder commenced litigation against the
Company and each member of the Board of Directors of the Company. For a
description thereof, see Item 8(c) of this Statement.

On July 31, 1995, Mr. Cronin telecopied a letter to Mr. Braun, the text of
which follows:

July 31, 1995

Dear Mr. Braun:

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retained in this regard. After the Board has determined its position with
respect to the proposal, we will so inform you. If appropriate at that time,
we will also respond to various assertions in your letter and public
statements.

Sincerely,
/s/ Robert J. Cronin
Robert J. Cronin
President and
Chief Executive Officer

On August 1, 1995, at a special meeting of the Board of Directors of the
Company, the Board of Directors, together with the Company's legal and financial
advisors, preliminarily reviewed the public announcement by Moore of its intent
to commence the Offer and the July 30 letter from Mr. Braun to Messrs. Dimitriou
and Cronin.

On August 2, 1995, Moore and the Bidder filed a Schedule 14D-1 with the
Securities and Exchange Commission and commenced the Offer.

On August 2, 1995, Mr. Braun's secretary contacted Mr. Cronin's secretary to
inquire whether Mr. Cronin would be having lunch with Mr. Braun on August 8. Mr.
Cronin's secretary indicated that Mr. Cronin would not.

As discussed under Item 4(a) below, on August 11 and 14, 1995, at special
meetings of the Board of Directors of the Company, the Board of Directors,
together with the Company's legal and financial advisors, considered the Offer.

On August 15, 1995, Mr. Cronin telecopied a letter to Mr. Braun, the text of
which follows:

August 15, 1995

Dear Mr. Braun:

Our Board of Directors has carefully considered your bid of $56.00 per share
and unanimously agreed to advise Wallace stockholders this morning to reject
your hostile tender offer. The offer is clearly inadequate. The Board is of
the opinion that, in light of the company's future prospects, the interests
of Wallace's stockholders will be best served by Wallace remaining an
independent entity.

Wallace is an outstanding company. Wallace has become the acknowledged
industry leader in the application of new technologies and in customer
service and value. As you know, this has resulted in a dramatic string of
new customer relationships for Wallace. This trend will continue and is only
just beginning to add to our company's bottom line and stockholder value.

We have achieved excellent business and financial results for our
stockholders. Our most recent results, announced this morning, for the
fourth quarter and for the entire fiscal year ended July 31, 1995 were
exceptional. They provide the real proof that our strategies and industry
leadership are paying off for customers, employees and stockholders. We
believe that there is much more to come.

Your proposed acquisition of Wallace raises serious issues under the federal
antitrust laws. As a result, we are filing a legal action in the United
States District Court for the Southern District of New York to enjoin the
proposed merger under Section 7 of the Clayton Act.

The Board is also concerned with significant misstatements of fact in your
public statements concerning the tender offer. Because of the seriousness of
those misstatements, our legal action in the United States District Court
for the Southern District of New York also seeks to enjoin you from
violating the federal securities laws.

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Wallace and its Board of Directors have always dealt fairly and honestly
with Wallace's stockholders. We expect you to do the same.

Sincerely,
/s/ Robert J. Cronin
Robert J. Cronin
President and
Chief Executive Officer

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) The Board of Directors of the Company held a meeting on August 1,
1995 to consider the July 30, 1995 public announcement by Moore of its
intent to commence the Offer and held meetings on August 11 and 14, 1995 to
consider the Offer. At each meeting, the Board of Directors carefully
considered the Company's business, financial condition and prospects, the
terms and conditions of the Offer (or in the case of the August 1 meeting,
of the proposed Offer) and other matters, including discussions with its
legal and financial advisors.

At the August 14 meeting, the Company's Board of Directors unanimously
concluded that the Offer is inadequate and not in the best interests of the
Company and its stockholders and that, in light of the Company's future
prospects, the interests of the stockholders will be best served by the
Company remaining an independent entity. ACCORDINGLY, THE BOARD UNANIMOUSLY
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS REJECT THE OFFER AND NOT TENDER
THEIR SHARES PURSUANT TO THE OFFER.

A copy of a letter to stockholders communicating the Board's
recommendation and a form of press release announcing such recommendation
are filed as Exhibits 4 and 5 hereto, respectively, and are incorporated
herein by reference.

(b) In reaching the conclusions referred to in Item 4(a), the Board of
Directors took into account numerous factors, including but not limited to
the following:

(i) The Board's familiarity with the business, financial condition,
prospects and current business strategy of the Company, the nature of the
business in which the Company operates and the Board's belief that the
Offer does not reflect the long-term values inherent in the Company. In
this regard, the Board of Directors particularly considered:

- The Company's exceptional performance for the fourth quarter of the
fiscal year ended July 31, 1995 and for such fiscal year.

- The popularity and rapid growth rate of the Wallace Information
Network (W.I.N.) and Select Service systems.

- The Company's reputation as a provider of superior products and
services and its position in its industry as a technological leader
and innovator.

- The fact that the Company has experienced increased sales every
year since the Company went public in 1961 and, except for one
year, experienced increased profit in every year since 1961.

- The fact that the Company and each of its business lines have grown
in sales at higher rates than the industry as a whole.

- The fact that the Company has gained market share over the past
several years and the Company's expectation of continuing to do so
in the future.

(ii) The opinion of the Company's management as to the Company's
prospects for future growth and profitability, based on its knowledge of
the Company's businesses, its views as to the long-term

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strategic plan, the various strategic initiatives which have been
implemented over the past several years (including recent acquisitions
and alliances to expand label sales, the development of new approaches in
supplying office products to large organizations, new applications for
imaging and personalization, and enterprise-wide approaches to electronic
forms), and the acquisition and other opportunities that will be
available in the future, its assessment of certain new products in
various stages of development (such as linerless labels and patented
direct response marketing systems), and its opinion concerning the
Company's financial condition and current conditions in the businesses in
which the Company operates.

(iii) The opinion of Goldman Sachs, the Company's financial advisor,
after reviewing with the Board of Directors many of the factors referred
to herein and other financial criteria used in assessing an offer, that
the Offer is inadequate.

(iv) Certain legal issues raised by the Offer under the antitrust
laws of the United States.

(v) The numerous conditions to which the Offer is subject. Thirteen
general conditions and many more sub-conditions must be satisfied or
waived before the Bidder is obligated to consummate the Offer.

(vi) The disruptive effect consummation of the Offer could have on
the Company's employees, suppliers, customers and the communities where
the Company operates.

The Offer is conditioned upon, among other things, the Rights having
been redeemed by the Board of Directors or the Bidder being satisfied in its
sole discretion that the Rights have been invalidated or are otherwise
inapplicable to the Offer and a merger or similar business combination with
the Bidder or another wholly owned subsidiary of Moore (the "Proposed
Merger"). In light of the Board's decision discussed above, the Board of
Directors has determined not to take any action to redeem the Rights in
response to the Offer. As more fully described under Item 7, the Board of
Directors has adopted a resolution to delay the "Distribution Date" under
the Rights Agreement.

The Offer is also conditioned upon, among other things, the acquisition
of Shares pursuant to the Offer and the Proposed Merger having been approved
pursuant to Section 203 of the Delaware General Corporation Law ("Section
203") or the Bidder being satisfied in its sole discretion that Section 203
is otherwise inapplicable to the acquisition of Shares pursuant to the Offer
and the Proposed Merger. In light of the Board's decision discussed above,
the Board of Directors has determined to take no action which would render
Section 203 so inapplicable.

The Offer is also conditioned upon, among other things, the Proposed
Merger having been approved pursuant to Article Ninth of the Restated
Certificate of Incorporation of the Company ("Article Ninth"), or the Bidder
being satisfied in its sole discretion that the provisions of Article Ninth
are otherwise inapplicable to the Proposed Merger. In light of the Board's
decision discussed above, the Board of Directors has determined to take no
action which would render Article Ninth so inapplicable.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Pursuant to a letter agreement dated July 30, 1995 (the "Letter
Agreement"), the Company has retained Goldman Sachs as financial advisor
with respect to the Offer and certain other possible transactions. Pursuant
to such agreement, the Company has agreed to pay: (a) a fee of $500,000,
payable on the date of the letter agreement (which amount has been paid and
is creditable against any fees payable under clause (b), (c) or (d) below);
(b) if 15% or more of the outstanding stock of the Company is acquired by
Moore or any other person or group (including the Company), in one or a
series of transactions or if all or substantially all of the assets of the
Company are transferred, in one or a series of transactions, by way of a
sale, distribution or liquidation, a fee equal to 0.62% of the aggregate
value of all such transactions (in the event at least 50% of the outstanding
stock of the Company is acquired by Moore or any other person, such
aggregate value will be determined as if such acquisition were of 100% of
the stock of the Company); (c) if the Company or any entity formed or owned
in substantial part or controlled by the Company or one or more members of
senior management of the Company or any employee benefit plan of the Company
or any

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of its subsidiaries effects certain recapitalization transactions, a fee
equal to 0.62% of the aggregate value of such transaction; (d) if the
Company sells, distributes or liquidates all of its assets, or a portion of
its assets having an aggregate value of $50 million or more, and no fee is
otherwise payable pursuant to clause (b) or (c) above, a fee based upon the
aggregate value of such transaction pursuant to a schedule ranging from
2.00% if the aggregate value of the transaction is $50 million, to 0.75% if
the aggregate value of the transaction is $750 million or more; and (e) in
the event no transaction of the type described in clause (b) or (c) above
has been consummated by any of the following dates, a fee of $1.5 million on
each such date as of which no transaction has been consummated: October 31,
1995, January 31, 1996, April 30, 1996, July 31, 1996 and October 31, 1996.
Any fee paid pursuant to clause (e) shall be creditable against any fee
payable under clause (b), (c) or (d) above. Any fee paid under clause (b)
above shall be creditable against any fee subsequently paid under clause (c)
above, and visa versa.

Pursuant to the Letter Agreement, if the Company becomes the subject of,
or is threatened with, a contested proxy solicitation by Moore or any other
party, Goldman Sachs will act as the Company's financial advisor with regard
to such proxy solicitation. No additional fee will be paid to Goldman Sachs
in connection therewith.

The Company has also agreed to reimburse Goldman Sachs periodically for
their reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of their attorneys, plus any sales, use or similar taxes
(including additions to such taxes, if any) arising in connection with any
matter referred to in the Letter Agreement. In addition, the Company has
agreed to indemnify Goldman Sachs against certain liabilities, including
liabilities under federal securities laws. Pursuant to a separate letter
dated July 30, 1995, Goldman Sachs has agreed, subject to limited
exceptions, to use confidential information supplied by the Company only for
the engagement contemplated by the Letter Agreement and not to disclose such
information.

In the case of public offerings or private placements of securities of
the Company that are related to a transaction contemplated by the Letter
Agreement, the Company has agreed to offer Goldman Sachs the right to act as
lead manager or agent on such transactions. In such case, Goldman Sachs
would charge customary fees pursuant to a separate agreement.

The Letter Agreement may be terminated at any time by either party
thereto, with or without cause, effective upon receipt of written notice to
that effect. Goldman Sachs will be entitled to the transaction fee set forth
above if at any time prior to the expiration of two years after such
termination a transaction of the type contemplated by clause (b), (c) or (d)
above is consummated and, in the case of a transaction contemplated by
clause (b) or (d), there was contact with the acquiring party, or any
affiliate thereof, regarding such a transaction during the period of Goldman
Sachs' engagement. Any fee paid under clause (e) shall, however, be credited
against any such transaction fee.

The Company also has retained Hill and Knowlton, Inc. as a public
relations advisor in connection with the Offer and has retained Morrow &
Co., Inc. to assist the Company in connection with communications with
stockholders and to provide other services in connection with the Offer. The
Company will pay Hill and Knowlton, Inc. and Morrow & Co., Inc. reasonable
and customary fees for their services, reimburse them for their reasonable
expenses and provide customary indemnities.

Except as described above, neither the Company nor any person acting on
its behalf has retained any other person to make solicitations or
recommendations to security holders on its behalf concerning the Offer.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) Except for the transactions in Shares set forth below, there have
been no transactions in the Shares during the past 60 days by the Company
or, to the best of the Company's knowledge, by any executive officer,
director, affiliate or subsidiary of the Company.

On June 30, 1995, each of the following executive officers and directors
exercised the right to purchase the number of Shares specified next to his
name pursuant to the Company's Employee Stock Purchase Plan

9
<PAGE>
(the "Purchase Plan") in respect of the six month period ended June 30,
1995: Robert J. Cronin (345); Bruce D'Angelo (198); Michael O. Duffield
(378); Michael J. Halloran (221); Donald J. Hoffman (160); Michael M.
Mulcahy (311); Michael T. Quane (197); and Wayne E. Richter (255). The
purchase price was $24.225 per Share, which represents 85% of the mean high
and low quoted sales price of the Shares reported by the New York Stock
Exchange Composite Transaction System on January 1, 1995. The Company issued
and delivered a total of 136,651 Shares to participants in the Purchase Plan
on July 18, 1995. On July 18, 1995, Wayne E. Richter exercised stock options
covering 1,000 Shares at $20.94 per Share and sold those 1,000 Shares the
same day at $41.63. On August 3, 1995, Donald J. Hoffman exercised stock
options covering 2,000 Shares at $27.50 per Share. The exercise price for
the Shares acquired by Mr. Hoffman was paid through the surrender by Mr.
Hoffman to the Company of 931 Shares held by him.

(b) To the best of the Company's knowledge, none of its executive
officers, directors, affiliates or subsidiaries currently intends to tender,
pursuant to the Offer, any Shares beneficially owned by such persons. The
foregoing does not include any Shares over which, or with respect to which,
any such executive officer, director, affiliate or subsidiary acts in a
fiduciary or representative capacity or is subject to the instructions of a
third party with respect to such tender.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

(a)-(b) For the reasons discussed in Item 4 above, the Board of
Directors of the Company has concluded that the Offer is inadequate and not
in the best interests of the Company and its stockholders and that, in light
of the Company's future prospects, the interests of the stockholders will be
best served by the Company remaining an independent entity. The Company is
not now engaged in any negotiations in response to the Offer that relate to
or could result in one or more of the following or a combination thereof:
(i) an extraordinary transaction, such as a merger or reorganization,
involving the Company or any of its subsidiaries; (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any of its
subsidiaries; (iii) a tender offer for or other acquisition of securities by
or of the Company; or (iv) any material change in the present capitalization
or dividend policy of the Company.

Notwithstanding the foregoing, the Board of Directors may in the future
engage in negotiations in response to the Offer that could have one of the
effects specified in the preceding paragraph and it has determined that
disclosure with respect to the parties to, and the possible terms of, any
transactions or proposals of the type referred to in the preceding paragraph
might jeopardize any discussions or negotiations that the Company may
conduct. Accordingly, the Board of Directors has adopted a resolution
instructing management not to disclose the possible terms of any such
transactions or proposals, or the parties thereto, unless and until an
agreement in principle relating thereto has been reached or, upon the advice
of counsel, as may otherwise be required by law.

At its August 11, 1995 meeting, the Board of Directors of the Company
resolved to delay the "Distribution Date" under the Rights Agreement (the
date after which, among other things, separate certificates for the Rights
are to be distributed) until the latest to occur of (i) the close of
business on August 28, 1995, (ii) the close of business on the date after
August 28, 1995 which is one business day prior to any publicly announced
expiration date of the Offer or (iii) such other time as the Board of
Directors, or any duly authorized committee thereof, by subsequent
resolution duly approved, prior to the Distribution Date (after taking into
account the resolution), by a majority of the Board of Directors or such
committee thereof, shall designate.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

(A) DIRECTOR NOMINATIONS BY THE BIDDER.

In conjunction with the Offer, the Bidder has given notice to the
Company of its intention to solicit proxies to elect three director nominees
to replace the directors of the Company who are expected to be candidates
for reelection at the next Annual Meeting of Stockholders of the Company.
The Bidder also has notified the Company that it intends to introduce
business at the next Annual Meeting of Stockholders for the purpose of,
among other things, (i) removing all of the members of the Board of
Directors of the Company except those nominated by the Bidder, and (ii)
amending the Bylaws to fix the number of

10
<PAGE>
directors of the Company at three. Moore and the Bidder also disclosed that,
if elected, directors nominated by the Bidder would take action to (a)
redeem the Rights (or amend the Rights Agreement to make the Rights
inapplicable to the Offer and the Proposed Merger), approve the Offer and
the Proposed Merger under Section 203, take any action that is desirable or
necessary for the satisfaction of Article Ninth, and take such other actions
and seek or grant such other consents or approvals as may be desirable or
necessary to expedite prompt consummation of the Offer and the Proposed
Merger or (b) if any other transaction offering more value to the Company's
stockholders is proposed, take actions to facilitate such a transaction, in
each case subject to fulfillment of the fiduciary duties that they would
have as directors of the Company.

(B) AMENDED AND RESTATED BYLAWS.

On June 14, 1995, the Board of Directors adopted Amended and Restated
Bylaws of the Company. The Amended and Restated Bylaws amended the prior
Bylaws to add a provision requiring that any stockholder desiring to bring
business before any Annual Meeting of Stockholders of the Company must,
subject to certain limitations, give the Secretary of the Company written
notice of any such business to be brought not later than sixty, and not
earlier than ninety, days in advance of such meeting. The Amended and
Restated Bylaws also prescribe the form of notice that must be delivered by
any stockholder and the method of delivery of such notice. A copy of the
Amended and Restated Bylaws of the Company is filed as Exhibit 6 hereto and
is incorporated herein by reference, and the foregoing description of the
Amended and Restated Bylaws is qualified in its entirety by reference to
such Exhibit.

THE MOORE ACTION. On July 31, 1995, Moore and the Bidder commenced an
action in the United States District Court for the District of Delaware by
filing a complaint (the "Moore Action") against the Company and each of the
directors of the Company. (MOORE CORP. LTD., ET AL. V. WALLACE COMPUTER
SERVICES, INC., ET AL., Civil Action No. 95-472.) The Moore Action asserts,
among other things, that the use of certain anti-takeover devices and other
defensive measures by the Company is not proportionate nor within the range
of reasonable responses to the Offer and is in breach of the directors'
fiduciary duties to the Company's stockholders. The Moore Action also
asserts that the Offer and the Proposed Merger and proxy solicitation comply
or will comply with all applicable laws and other obligations and seeks a
declaratory judgment that the Offer and the Proposed Merger and proxy
solicitation comply with all applicable laws and other obligations. The
Moore Action seeks: (i) preliminary and permanent injunctive relief
prohibiting the Company, its directors, officers and certain other related
parties from taking steps to impede the ability of the Company's
stockholders to consider and make their own determination as to whether to
accept the terms of the Offer or give or withhold consent to the terms of
the proxy solicitation, or taking any other action to thwart or interfere
with the Offer, the Proposed Merger or the proxy solicitation; (ii)(a) to
compel the Company's directors to redeem the Rights or amend the Rights
Agreement to make the rights inapplicable to the Offer and the Proposed
Merger, and (b) preliminary and permanent injunctive relief enjoining the
Company, its directors, officers and certain other related parties from
taking any action to implement and distribute the Rights and from taking
actions pursuant to the Rights Agreement; (iii)(a) to compel the Company's
directors to approve the Offer and the Proposed Merger for the purposes of
Section 203, and (b) preliminary and permanent injunctive relief enjoining
the Company, its directors, officers and certain other related parties from
taking any actions to enforce or apply Section 203 that would interfere with
the Offer; and (iv)(a) to compel the Company's directors to approve the
Offer and the Proposed Merger for purposes of Article Ninth, and (b)
preliminary and permanent injunctive relief enjoining the Company, its
directors, officers and certain other related parties from taking any
actions to enforce or apply Article Ninth that would interfere with the
Offer. A copy of the Moore Action is filed as Exhibit 7 hereto and is
incorporated herein by reference, and the foregoing description of the Moore
Action is qualified in its entirety by reference to such Exhibit.

On August 15, 1995, the Company and each of the directors of the Company
filed a Motion to Dismiss the Moore Action. A copy of the Motion to Dismiss
is filed as Exhibit 8 hereto and is incorporated herein by reference.

11
<PAGE>
THE WALLACE ACTION. On August 15, 1995, the Company filed a Complaint
against Moore and the Bidder in the United States District Court for the
Southern District of New York (the "Wallace Action"). The Wallace Action
asserts that (i) the transactions contemplated by the Offer to Purchase may
substantially lessen competition in a relevant market and therefore violate
Section 7 of the Clayton Act, 15 U.S.C. Section 18; and (ii) Moore and the
Bidder have made false and misleading statements of fact in connection with
the Offer. The Wallace Action seeks declaratory and injunctive relief
enjoining Moore and the Bidder (i) from acquiring any voting securities of
the Company and (ii) in the alternative, from acquiring any Shares until 60
days after they have fully complied with the Securities Exchange Act of
1934, as amended. A copy of the Wallace Action is filed as Exhibit 9 hereto
and is incorporated herein by reference, and the foregoing description of
the Wallace Action is qualified in its entirety by reference to such
Exhibit.

STOCKHOLDER ACTIONS. The Company and its directors have been named as
defendants in three purported class actions filed between July 31, 1995 and
August 3, 1995 on behalf of the public stockholders of the Company in the
Court of Chancery of the State of Delaware in and for New Castle County.
These actions are entitled: KOFF V. DIMITRIOU, ET AL., Civil Action No.
14448; LAPERRIERE V. WALLACE COMPUTER SERVICES, INC., ET AL., Civil Action
No. 14449; and PITTMAN V. DIMITRIOU, ET AL., Civil Action No. 14454
(collectively, the "Stockholder Actions"). The complaints in the Stockholder
Actions contain substantially similar allegations, and allege breach of
fiduciary duty claims arising out of the proposal by the Bidder to acquire
the Company. The complaints in the Stockholder Actions also seek
substantially similar relief, including declaratory and injunctive relief
barring defendants from breaching their fiduciary duties to plaintiffs and
the putative class members and taking steps to impede any offer to acquire
the Company, as well as damages in an unspecified amount. Copies of each of
the Stockholder Actions are filed as Exhibits 10 through 12 and incorporated
herein by reference, and the foregoing description of the Stockholder
Actions is qualified in its entirety by reference to such Exhibits.

12
<PAGE>
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.

<TABLE>
<S> <C>
Exhibit 1 Pages 6-17 of the Proxy Statement dated October 7, 1994 of Wallace Computer
Services, Inc. for its 1994 Annual Meeting of Stockholders
Exhibit 2 Employment Agreement, dated as of January 1, 1995, by and between the Company
and Robert J. Cronin
Exhibit 3 Forms of Undertaking to Repay
Exhibit 4 Letter to Stockholders of Wallace Computer Services, Inc., dated August 15,
1995*
Exhibit 5 Text of Press Release dated August 15, 1995 issued by the Company
Exhibit 6 Amended and Restated Bylaws of the Company effective as of June 14, 1995
Exhibit 7 Complaint filed in the United States District Court for the District of Delaware
in MOORE CORP. LTD., ET AL. V. WALLACE COMPUTER SERVICES, INC., ET AL.
Exhibit 8 Motion to Dismiss in MOORE CORP. LTD., ET AL. V. WALLACE COMPUTER SERVICES,
INC., ET AL.
Exhibit 9 Complaint filed by the Company against Moore and the Bidder in the United States
District Court for the Southern District of New York
Exhibit Complaint filed in the Court of Chancery of the State of Delaware in and for New
10 Castle County in KOFF V. DIMITRIOU, ET AL., Civil Action No. 14448
Exhibit Complaint filed in the Court of Chancery of the State of Delaware in and for New
11 Castle County in LAPERRIERE V. WALLACE COMPUTER SERVICES, INC., ET AL., Civil
Action No. 14449
Exhibit Complaint filed in the Court of Chancery of the State of Delaware in and for New
12 Castle County in PITTMAN V. DIMITRIOU, ET AL., Civil Action No. 14454
Exhibit Letter to Stockholders of Wallace Computer Services, Inc., dated July 31, 1995
13
Exhibit Text of Press Release dated July 31, 1995 issued by the Company
14
<FN>
------------------------
* Included in copies mailed to the Company's stockholders.
</TABLE>

13
<PAGE>
SIGNATURE

After reasonable 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.

By: /s/ Michael J. Halloran

--------------------------------
Name: Michael J. Halloran
Title: Vice President, Chief
Financial
Officer and Assistant
Secretary

Dated: August 15, 1995

14
<PAGE>
EXHIBIT INDEX

<PAGE>
EXHIBIT 1

MEETINGS OF THE BOARD AND COMMITTEES

During fiscal year 1994, the Board of Directors met six times, the Audit
Committee met two times, the Compensation Committee met three times, and the
Executive Committee met once. There is no Nominating Committee. Each of the
incumbent directors, with the exception of William N. Lane, III, attended at
least 75% of the meetings of the Board of Directors and its Committees on which
he served during fiscal year 1994.

The Audit Committee is responsible for recommending to the Board of
Directors the appointment of independent public accountants (subject to
ratification by the stockholders); reviewing the fees charged by the Company's
independent public accountants; reviewing the Company's annual financial
statements prior to submission to the Board of Directors; reviewing the scope
and results of the Company's annual audits; and certain other matters concerning
the Company's accounts and financial affairs as specified in the Company's By-
Laws.

The Compensation Committee is responsible for reviewing and recommending to
the Board of Directors the salaries of officers and key managers of the Company;
reviewing and recommending incentive bonus, stock option, retirement, and
welfare plans and programs for officers and key managers of the Company; and
certain other matters concerning the performance and compensation of the
Company's management employees as specified in the Company's By-Laws. Qualified
members of the Compensation Committee also serve as the Salary, Bonus and Option
Committee under the Company's Executive Incentive Plan and as the committee of
the Company's Board of Directors that administers the Company's 1989 Stock
Option Plan.

The Executive Committee is authorized, subject to certain limitations
imposed by law and in the Company's By- Laws, to exercise the powers and
authority of, and act in lieu of, the Board of Directors in the management and
direction of the Company's business and affairs.

COMPENSATION OF DIRECTORS

Each director receives an annual director's fee of $19,000 . Each director
also receives a fee of $600 plus expenses for each meeting of the Board of
Directors and its Committees that he attends.

The Company has a Retirement Plan for outside directors pursuant to which
outside directors (which include all directors other than Mr. Cronin and Mr.
Dimitriou) will be eligible to receive benefits when they complete five years of
service as outside directors. Messrs. Canning, Doyle, and Olsen have completed
five years of service as outside directors and are participants in the Plan. The
annual retirement benefit payable to each participating director is equal to the
annual director's fee in effect on his retirement date. Retirement benefits
commence upon the retirement of a participating director, continue for the
lesser of ten years or the number of years of service as an outside director,
and cease upon the death of the participating director. Because the actual
retirement benefits to be received by each participating director will be based
upon the annual director's fee in effect on his retirement date and the period
of time during which he serves as an outside director, the amount of the
retirement benefits to be paid to participating outside directors cannot be
calculated prior to retirement. As of the end of fiscal year 1994, the amount of
retirement benefits accrued under the Plan for Mr. Canning, Mr. Doyle and Mr.
Olsen was $19,000 per year for ten years.

The Company established a Deferred Compensation/Capital Accumulation Plan
for directors for each of calendar years 1988, 1993 and 1994 in which all
incumbent directors were eligible to participate. For the 1994 Plan, Messrs.
Canning, Dimitriou, Doyle, and Ewers elected to participate. For the 1993 Plan,
Messrs. Canning, Doyle, and Ewers elected to participate. For the 1988 Plan,
only Mr. Olsen elected to participate. Each participating director was allowed
to elect to defer up to 100% of his director's and meeting fees. Subject to
certain conditions, the amount of fees deferred bears interest, compounded
annually at 16% per annum for amounts deferred under the 1988 Plan and at 12%
per annum for amounts deferred under the 1993 and 1994 Plans. A participating
director is entitled to receive payment of the undistributed amount of his
deferral account in either fifteen annual installments beginning at age 65 or,
if a participating director so elects, in ten annual installments beginning at
age 70 or age 72. If a participating director has not previously begun to
receive installment payments from his deferral account, he will receive an
interim distribution from his deferral account in both the seventh and the
eighth years following the deferral year in an amount equal to the amount of
fees that he deferred.

6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the cash compensation and certain other
components of compensation for fiscal years 1994, 1993, and 1992 for the Chief
Executive Officer and the other four most highly compensated executive officers
of the Company for the fiscal year ended July 31, 1994:

SUMMARY COMPENSATION TABLE*

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
FISCAL COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY (1) BONUS (1) (2)(3) OPTIONS (4) (2)(5)(6)
-------------------------------- ------ ---------- --------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Cronin (7) 1994 $ 318,750 $ 194,077 $ 21,200(8) 10,000 $ 34,960
President and Chief Executive 1993 293,750 150,530 12,625 6,000 27,468
Officer 1992 230,633 69,187 13,000
Theodore Dimitriou (7) 1994 300,000 134,310 21,200(8) 5,000 64,036
Chairman of the Board 1993 341,667 148,000 19,500 5,000 83,994
1992 395,001 165,000 10,000
Michael O. Duffield 1994 182,750 101,079 4,900 15,411
Senior Vice President/ 1993 165,000 35,424 3,100 12,875
Operations 1992 114,167 26,675 8,000
Michael J. Halloran 1994 185,250 91,960 4,400 19,222
Vice President/Chief 1993 177,400 36,307 3,000 18,790
Financial Officer/Secretary 1992 167,200 48,063 2,000
Bruce D'Angelo 1994 162,500 69,347 4,000 14,467
Vice President/Sales 1993 145,000 51,260 3,500 10,913
1992 115,001 22,921 3,000
<FN>
------------------------
* There were no Restricted Stock Awards, SARs, or LTIP Payouts during the
three most recent fiscal years.

(1) Compensation deferred at the election of the executive officer pursuant to
Deferred Compensation/Capital Accumulation Plans established by the Company
for the calendar years 1994 and 1993 is included in the relevant salary and
bonus columns.

(2) In accordance with the transitional provisions of the management
compensation disclosure rules of the Securities and Exchange Commission, no
information with respect to Other Annual Compensation and All Other
Compensation for fiscal year 1992 has been included.

(3) Perquisites and other personal benefits paid to the named executive
officers aggregated in each case less than the lower of either $50,000 or
10% of the total annual salary and bonus reported. In accordance with the
management compensation disclosure rules of the Securities and Exchange
Commission, no amounts have been shown for perquisites and other personal
benefits for any executive officer.

(4) Represents the number of shares of the Company's Common Stock for which
options were granted to each executive officer for fiscal years 1994, 1993,
and 1992 under the Company's 1989 Stock Option Plan. Stock options for
fiscal year 1994 were approved and granted by the Board of Directors on
September 7, 1994. Option grants set forth in the Summary Compensation
Table are reported on a current basis. In prior years, options were not
determined until after the Annual Meeting of Stockholders. Accordingly,
stock options were reported one year in arrears.

(5) All Other Compensation includes (a) Company contributions under the
Company's Profit Sharing and Retirement Plan, (b) Company contributions
under the Company's Supplemental Profit Sharing Plan, and
</TABLE>

7
<PAGE>
<TABLE>
<S> <C>
(c) above-market accrued interest on compensation deferred under the
Company's Deferred Compensation/Capital Accumulation Plans to the extent
that such accrued interest exceeds interest that would have accrued on such
deferred compensation at market interest rates. The amounts of All Other
Compensation for each of the three components above were as follows:
</TABLE>

FISCAL YEAR 1994

FISCAL YEAR 1993

<TABLE>
<CAPTION>
PROFIT SHARING SUPPLEMENTAL
AND RETIREMENT PROFIT SHARING ABOVE-MARKET
PLAN PLAN ACCRUED INTEREST
---------------- ---------------- ----------------
<S> <C> <C> <C>
Mr. Cronin $ 18,309 $ 5,494 $ 3,665
Mr. Dimitriou 7,840 51,254 22,938
Mr. Duffield 12,214 -- 661
Mr. Halloran 15,979 -- 2,811
Mr. D'Angelo 10,410 -- 503
<FN>
Interest accrued on bonuses deferred under the Company's Executive Incentive
Plan, and, in the case of Mr. Dimitriou, his employment agreement, are at or
below market interest rates.

(6) For Mr. Dimitriou, All Other Compensation also includes $1,774 and $1,962
of reimbursed medical expenses provided under his employment agreement for
fiscal years 1994 and 1993, respectively.

(7) On November 11, 1992, Mr. Cronin was promoted to Chief Executive Officer
from Chief Operating Officer. Mr. Cronin succeeded Mr. Dimitriou as Chief
Executive Officer. Mr. Dimitriou remained Chairman of the Board.

(8) Other Annual Compensation for Mr. Cronin and Mr. Dimitriou includes
director and meeting fees each earned as directors of the Company.
</TABLE>

OPTION GRANTS FOR FISCAL YEAR 1994

The following table sets forth information with respect to options granted
for fiscal year 1994 to purchase shares of the Company's Common Stock granted
under the Company's 1989 Stock Option Plan to the five executive officers listed
in the compensation table on page 7.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERCENT
OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO EXERCISE OR
UNDERLYING EMPLOYEES BASE
OPTIONS IN FISCAL PRICE ($/SH.) EXPIRATION DATE GRANT DATE
NAME GRANTED (1) YEAR (1) (1) PRESENT VALUE (2)
---------------------- ------------ --------- --------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Robert J. Cronin 10,000 11.4% $ 33.38 9/7/04 $ 104,700
Theodore Dimitriou 5,000 5.7% 33.38 9/7/04 52,350
Michael O. Duffield 4,900 5.6% 33.38 9/7/04 51,303
Michael J. Halloran 4,400 5.0% 33.38 9/7/04 46,068
Bruce D'Angelo 4,000 4.6% 33.38 9/7/04 41,880
<FN>
------------------------
(1) Under the terms of the Company's 1989 Stock Option Plan, options can be
either tax-favored incentive stock options or non-qualified stock options.
Tax-favored incentive stock options must have an option price
</TABLE>

8
<PAGE>
<TABLE>
<S> <C>
not less than 100% of market value on the date of grant. Non-qualified
stock options may have an option price not less than 85% of market value on
the date of grant; however, no options have been granted to date at an
option price less than 100% of market value on the grant date. Options
become exercisable as to 40% of the shares one year after the grant date
and as to the remaining 60% of the shares two years after the grant date;
however, the Compensation Committee has the authority to accelerate the
exercisability of an option. Options may be granted with exercise periods
up to ten years. All options granted to date have had an exercise period of
ten years from the grant date.

(2) The Black-Scholes option pricing method has been used to calculate the
present value of options as of the date of grant. The model assumptions
include: (a) an option term of 7 years, which represents the weighted
average (by number of option shares) over the past ten years of the length
of time between the grant date of options and the exercise date of such
options for the listed executive officers; (b) an interest rate equal to
the interest rate on a U.S. Treasury Bond with a maturity date
corresponding to that of the option term; (c) a volatility factor
calculated using monthly stock prices for the Company's Common Stock for
the 3 years (36 months) prior to the grant date; and (d) a dividend rate of
$.625 per share, which was the total amount of dividends paid with respect
to a share of the Company's Common Stock in fiscal year 1994.
</TABLE>

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994 AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information with respect to the exercise in
fiscal year 1994 of options to purchase shares of the Company's Common Stock
granted under the Company's 1989 Stock Option Plan by the five executive
officers listed in the compensation table on page 7. In addition, this table
includes the fiscal year-end number and value of unexercised options held by
each listed executive officer.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
NUMBER OF SHARES OPTIONS AT 7/31/94 7/31/94 (2)
ACQUIRED ON VALUE REALIZED ------------------------ ------------------------
NAME EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- ----------------- -------------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Cronin -- -- 49,200 7,800 $ 489,275 $ 24,975
Theodore Dimitriou -- -- 22,000 11,000 132,250 43,875
Michael O. Duffield 6,000 $ 71,250 16,200 4,900 144,150 17,363
Michael J. Halloran -- -- 6,800 4,200 60,100 14,025
Bruce D'Angelo 2,000 22,125 3,200 5,300 30,150 18,413
<FN>
------------------------
(1) Value realized equals the aggregate excess of the fair market value on the
date of exercise over the relevant exercise price(s).

(2) Value of unexercised in-the-money options is calculated as the aggregate
excess of the fair market value of $31.50 per share (which was the closing
price of the Company's Common Stock as reported in the New York Stock
Exchange Composite Transactions for July 29, 1994) over the relevant
exercise price(s).
</TABLE>

EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE-OF-CONTROL
ARRANGEMENTS

The Company has an employment agreement with Mr. Dimitriou pursuant to which
Mr. Dimitriou shall serve the Company, and the Company shall employ Mr.
Dimitriou, as its Chairman of the Board until December 31, 1994, or such earlier
date (subject to certain conditions) as Mr. Dimitriou may elect, and a
consulting period after his retirement until August 31, 1998, or such earlier
date (subject to certain conditions) as Mr. Dimitriou may elect. Mr. Dimitriou
is required to devote at least 40% of his business time and energies to the
Company and its subsidiaries during the employment period, and up to 20% of his
business time and energies to the Company and its subsidiaries during the
consulting period. The employment agreement provides for Mr. Dimitriou to be
paid a base salary of $300,000 per year and annual bonuses up to 50% of the base
salary as determined by the Compensation Committee of the Board of Directors,
provided that, if a Material Change should occur, Mr. Dimitriou's annual bonus
would be the equivalent of that awarded in calendar year 1993. A "Material
Change" includes the acquisition of beneficial ownership of 35% or more of the

9
<PAGE>
outstanding shares of the Company's Common Stock, the election as directors
representing one-fourth or more of the Company's Board of Directors of persons
who were not nominated or recommended by the incumbent Board of Directors, or
the occurrence of any other event or state of facts that the Board of Directors
determines to be a "Material Change" for the purposes of the employment
agreement. At the election of Mr. Dimitriou, his annual bonus for any fiscal
year may be deferred and paid, with interest (based on the rate paid on 90 day
bank certificates of deposit), in 120 equal monthly installments following the
termination of his employment. For the consulting period, Mr. Dimitriou shall be
paid a consulting fee at a rate of not less than $100,000 per annum. The
employment agreement also provides that, if Mr. Dimitriou should become disabled
during the term of his employment, he will be paid 50% of his base salary then
in effect for the remainder of the employment term or until his death, whichever
occurs earlier, and provides for the Company to reimburse Mr. Dimitriou for
certain uninsured medical expenses. In addition, the employment agreement
provides for Mr. Dimitriou to receive a supplemental retirement benefit which
supplements retirement benefits provided under social security and the Company's
Profit Sharing and Retirement Plan and Supplemental Profit Sharing Plan so that
he can anticipate receiving a retirement income equal to 50% of the average
monthly compensation he received during the last sixty months of his full-time
employment. The estimated supplemental retirement benefit for Mr. Dimitriou,
based upon his anticipated retirement at age 68, is $142,200 per year. After a
Material Change, Mr. Dimitriou may (as a result of changes in his title, duties
and responsibilities, interference with the performance of his duties and
responsibilities, or failure to be paid compensation or receive benefits) elect
to terminate his services and receive a termination payment in an amount equal
to the discounted present value of the minimum compensation he would have been
entitled to receive under the employment agreement for the remainder of the
employment term and the consulting period, as well as lump sum distributions of
his deferred bonuses (and related interest) and his supplemental retirement
benefit.

The Company has adopted an Executive Severance Pay Plan, in which Mr.
Cronin, Mr. Duffield, Mr. Halloran, and Mr. D'Angelo are Level II Participants
and certain other executive employees are either Level I Participants or Level
II Participants. The Plan provides for each participant to receive a severance
benefit of either one (in the case of Level I Participants) or two (in the case
of Level II Participants) times the participant's annual compensation if the
participant's employment with the Company and its subsidiaries voluntarily or
involuntarily terminates at any time during the two-year period after the
occurrence of a Material Change for any reason other than Cause (as defined in
the Plan). A "Material Change" includes the acquisition of beneficial ownership
of 35% or more of the outstanding shares of the Company's Common Stock, the
election as directors representing one-fourth or more of the Company's Board of
Directors of persons who were not nominated or recommended by the incumbent
Board of Directors, or the occurrence of any other event or state of facts that
the Board of Directors determines to be a "Material Change" for the purposes of
the Plan. Participants in the Company's Executive Severance Pay Plan may also be
entitled to receive a severance benefit under the Company's Employee Severance
Pay Plan, which provides a severance benefit to non-union employees of the
Company and its subsidiaries based upon length of service in the event that a
participant's employment is involuntarily terminated without Cause within a
period of two years after the occurrence of a Material Change (as such terms are
defined in the Plan); however, any severance benefit provided under the
Company's Employee Severance Pay Plan is reduced by any severance benefit
received under the Executive Severance Pay Plan, and, in most cases, the
severance benefit provided under the Executive Severance Pay Plan would exceed
the severance benefit provided under the Company's Employee Severance Pay Plan.

The Company has a Profit Sharing and Retirement Plan that covers all
full-time employees of the Company (other than employees covered by collective
bargaining agreements) who have completed one year of service. The Plan has a
provision that is intended to preserve and protect the Plan assets for the
benefit of participants in the event of a change in control or other similar
material change with respect to the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Dimitriou, the Chairman of the Board of the Company, serves on the Board
of Directors of General Binding Corporation. Mr. Lane, who is the Chairman of
the Board of General Binding Corporation, serves on the Compensation Committee
of the Company. Mr. Dimitriou does not serve on the Compensation Committee of
General Binding Corporation.

<PAGE>
ITEM 2
AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors has approved an amendment to the Company's Employee
Stock Purchase Plan which would (i) provide two additional six-month offering
periods under the Plan, thereby extending the Plan to December 31, 1997, and
(ii) increase the aggregate number of shares of the Company's Common Stock that
may be purchased pursuant to options granted under the Plan from 4,200,000
shares to 4,700,000 shares (subject to adjustment for stock dividends,
recapitalizations, mergers, consolidations, reorganizations, split ups,
combinations, exchanges and the like). If approved by the stockholders, the
amendment would become effective as of January 1, 1995, subject to the condition
that the amendment not adversely affect previous rulings issued by the United
States Department of the Treasury with respect to the tax exempt status of the
Plan.

The Company's Employee Stock Purchase Plan is available to all employees of
the Company who have completed at least one year of service (as of July 31,
1994, 2,954 employees were eligible to participate in the Plan). Under the Plan,
employees electing to participate may purchase shares of the Company's Common
Stock at an exercise price equal to the lower of (a) 85% of the mean market
value on the first day of the offering period or (b) 85% of the mean market
value on the last day of the offering period. The offering period is a six-month
period beginning on January 1 and July 1 of each year. Participating employees
may purchase stock equal to the lesser of (a) shares having a market value of no
more than 10% of the participant's base salary or (b) shares having a market
value of $25,000 (market value is determined using the market price of the stock
as of the first day of the offering period). Through June 30, 1994, an aggregate
of 3,757,747 shares of Common Stock had been issued through the exercise of
options granted under the Plan in thirty-nine semi-annual offering periods.

The Company's Employee Stock Purchase Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal Revenue Code of
1986, as amended. Under current law, neither the granting of options nor the
exercise of options should have any federal income tax consequences for the
Company or any participant in the Plan. If shares purchased under the Plan are
sold after two years have elapsed since the commencement of the six-month
offering period in which such shares were purchased and the selling price
exceeds the exercise price, then, under current federal tax law, any amount of
the selling price in excess of market value on the first day of the offering
period is treated as a long-term capital gain and the balance of the selling
price in excess of the exercise price is treated as ordinary income; if the
selling price does exceed the exercise price, then the entire difference between
the selling price and the exercise price is treated as a long-term capital loss.
If a participant sells shares purchased under the Plan within a period of two
years from the commencement of the six-month offering period in which such
shares were purchased, then, under current federal tax law, the participant will
have ordinary income equal to the difference between the exercise price and the
market value on the last day of the offering period and the Company will be
entitled to a deduction to the extent of any ordinary income required to be
reported by the participant; any difference between the selling price and market
value as of the last day of the offering period is treated as long-term or
short-term capital gain or loss, as the case may be, depending upon the period
of time the shares were held prior to sale.

The Company's Employee Stock Purchase Plan may be terminated, suspended or
amended at any time by the Board of Directors. However, no amendment which would
increase the number shares of stock as to which options may be granted under the
Plan may be made without the approval of the stockholders.

<PAGE>
The benefits that might be received by employees as a result of the proposed
amendment cannot be determined because the benefits depend upon the degree of
participation by employees and the trading price of the Company's Common Stock
in future offering periods. The following table, however, discloses the benefits
received by employees during fiscal year 1994 from the Employee Stock Purchase
Plan.

<TABLE>
<CAPTION>
DOLLAR VALUE
OF BENEFITS NUMBER OF SHARES
NAME AND POSITION (1) ACQUIRED
------------------------------------------ ------------- ------------------
<S> <C> <C>
Robert J. Cronin
President and Chief Executive Officer $ 7,379 819
Theodore Dimitriou
Chairman of the Board 6,792 841
Michael O. Duffield
Senior Vice President/Operations -- --
Michael J. Halloran
Vice President/Chief Financial
Officer/Secretary 6,344 637
Bruce D'Angelo
Vice President/Sales 1,269 141
All Officers as a group 33,622 3,698
All Employees 2,026,917 236,407
<FN>
------------------------
(1) Dollar Value of Benefits is calculated as the aggregate difference between
the fair market value at the date of exercise and the lower of (a) 85% of
the mean market value on the first day of the offering period or (b) 85% of
the mean market value on the last day of the offering period for the two
offering periods during fiscal year 1994.
</TABLE>

The Board of Directors believes that the Company's Employee Stock Purchase
Plan provides an important community of interest between the Company's employees
and that of its stockholders. The Board of Directors believes that the
continuation of the Plan is in the best interest of the Company and its
stockholders. Accordingly, the Board of Directors recommends that the
stockholders vote in favor of the amendment to the Plan being presented for
approval. The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock represented in person or by proxy at the 1994 Annual
Meeting is required to approve the amendment.

The closing price of the Company's Common Stock as reported in the New York
Stock Exchange Composite Transactions for September 21, 1994 was $30.125 per
share.

ITEM 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

Upon the recommendation of the Audit Committee and subject to ratification
by the stockholders, the Board of Directors has appointed Arthur Andersen LLP as
independent public accountants for the Company for fiscal year 1995.

Arthur Andersen LLP has served as the Company's independent public
accountants since fiscal year 1960. Representatives of Arthur Andersen LLP are
expected to be present at the 1994 Annual Meeting with the opportunity to make a
statement if they so desire, and such representatives will be available to
respond to appropriate questions from the stockholders.

12
<PAGE>
ITEM 4
OTHER MATTERS

The Board of Directors is not aware of any matters to be presented at the
1994 Annual Meeting other than those listed in the notice of the meeting.
However, if any other matters do come before the 1994 Annual Meeting, it is
intended that the holders of proxies solicited by the Board of Directors will
vote on such other matters at their discretion in accordance with their best
judgment.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee consists of four non-employee members of the
Board of Directors. The Compensation Committee is responsible for reviewing and
recommending to the Board of Directors for approval the compensation of officers
and key management positions in the Company. Under the supervision of the
Committee, the Chairman of the Board and the Chief Executive Officer define the
Company's compensation philosophy and objectives and develop compensation plans
to achieve those objectives.

The Company's compensation philosophy and objectives as it relates to
executives are: (a) to include those individuals who are officers or are in
other key management positions that have a direct effect on profits; (b) to
adequately compensate those individuals at levels which are competitive with
similar positions in other companies, and (c) to provide methods of compensation
that both retain executives long-term and offer incentives in a manner that
enhances shareholder value.

COMPENSATION OF EXECUTIVE OFFICERS

In the case of Mr. Dimitriou, compensation is governed by the terms of his
employment agreement with the Company (which is described under the heading
"Employment Contracts and Termination, Severance and Change-of-Control
Arrangements" on page 9). Compensation of all other executive officers for
fiscal year 1994 was structured to consist of the following elements:

BASE SALARY -- Base salary is intended to provide a sufficient level of
compensation to attract and retain qualified management. Base salaries are
determined based on an established salary range for each position and the
incumbent's performance in the position. Salary ranges are determined through
comparative compensation surveys supplied by professional compensation
consultants that compare the evaluated position to positions of equal
responsibilities at companies of similar size and complexity. The Company's
salaries generally fall at median levels of the established range. Salary
increases generally range from zero to seven percent depending on the evaluation
of the executive's performance and the executive's salary relative to the
established salary range. The Committee believes that the Company's most direct
competitors for executive talent are not necessarily the companies that would be
included in a peer group. Thus, the survey comparison group is not the same as
the peer group used in the performance graph on page 16.

INCENTIVE AND DEFERRED BONUSES -- Incentive bonuses under the Incentive
Bonus Plan and deferred bonuses under the Deferred Bonus Plan are intended to
motivate executives to achieve goals that improve the business and increase
shareholder value. The incentive bonus is a cash bonus up to 30% to 40% of an
executive's base salary (except that the Chief Executive Officer can earn a cash
bonus up to 50% of his base salary). The deferred bonus is an amount not to
exceed two-thirds of the incentive bonus. The maximum incentive bonus percentage
varies depending on the relative position of the executive within the Company.
The amount of bonus received is based upon the attainment of non-subjective
objectives established by the executive and the Chief Executive Officer and
approved by the Committee (or, in the case of the Chief Executive Officer, by
the Chief Executive Officer and Chairman of the Board and approved by the
Committee). Objectives relate to financial goals for the Company and to the
executives' specific responsibilities. Key objectives are assigned point values.
The percentage of points achieved to total points available determines the
amount of bonus to be awarded. Generally, 30% of the points relate to the
Company's performance, based on measurements such as earnings per share, return
on shareholders' equity, percentage of operating expense to sales and pretax and
after-tax profit ratios. A second 30% relates to financial objectives specific
to the executive's areas of responsibility; these

13
<PAGE>
objectives usually focus on divisional profitability or asset turnover ratios. A
third 30% relates to operational objectives in the executive's area of
responsibility, such as the development and implementation of major products,
programs or projects. The final 10% relates to an executive's own
self-development.

CAPITAL ACCUMULATION PLAN -- The Capital Accumulation Plan (CAP) is intended
to motivate executive officers and employees in certain key management positions
to remain in the employment of the Company, thus providing the Company with a
qualified and stable executive team to achieve its long-term goals. The CAP
allows participants to elect to defer up to 20% of their salary and cash bonus.
A CAP has been in effect for each calendar year since 1988, with the exception
of 1992. The deferred amount bears interest at a rate determined by the
Committee, and has ranged between 12% and 16% per annum. The Committee elected
12% for the 1994 Plan. If a participant remains in the continuous employment of
the Company for a period of seven years after the year of deferral, an interim
distribution equal to the amount deferred will be made from the participant's
deferral account. A second interim distribution equal to the first interim
distribution will be made to each participant who remains in the continuous
employment of the Company for a period of eight years after the year of
deferral. Most participants will also receive additional distributions beginning
at age 65. A participant whose employment terminates prior to retirement
receives a lump-sum distribution equal to the amount deferred plus interest
between 6% and 8%, less the amount of any interim distributions. The Company has
purchased for its account life insurance on the participants, which is expected
to be sufficient to fund distributions under the Plan.

STOCK COMPENSATION -- Stock compensation is intended to provide a longer
term reward to executives for sound Company performance and to align the
interests of the executive more closely with those of the stockholders by
increasing management stock ownership. The Company provides stock compensation
via two plans, the 1989 Stock Option Plan (Option Plan) and the Employee Stock
Purchase Plan (ESP). The Committee administers the Option Plan pursuant to which
options to purchase shares of the Company's Common Stock are granted to
executive officers and other key members of management. Options under the Plan
become exercisable as to 40% of the shares one year after grant and the
remaining 60% of the shares become exercisable two years after grant; however,
the Committee has the authority to accelerate the exercisability of any option.
In determining the number of shares for which options are to be granted, the
Committee considers the recommendations of the Chief Executive Officer (or, in
the case of the Chief Executive Officer, the Chairman of the Board), the
performance of each participant, the Company's financial performance,
comparative information regarding stock grants made by similar companies, and
historical stock grants made by the Company. The ESP is available to all
employees of the Company who have completed at least one year of service. Under
the Plan, employees electing to participate may purchase shares of the Company's
Common Stock at an exercise price equal to the lower of (a) 85% of the mean
market value on the first day of the offering period or (b) 85% of the mean
market value on the last day of the offering period. The offering period is a
six-month period beginning on January 1 and July 1 of each year. Participating
employees may purchase stock equal to the lesser of (a) shares having a market
value of no more than 10% of the participant's base salary or (b) shares having
a market value of $25,000 (market value is determined using the market price of
the stock as of the first day of the offering period).

OTHER COMPENSATION ELEMENTS -- The Company provides a Profit Sharing and
Retirement Plan (P.S. Plan) in which executive officers participate on the same
terms as non-executive employees subject to limits on the amounts that may be
contributed. In addition, a Supplemental Profit Sharing Plan provides to
executives additional contributions to compensate them for contributions not
allowed under the P.S. Plan due to contribution limitations. This supplemental
plan is designed to place executives in the same relative position as non-highly
compensated participants in the P.S. Plan. The Company also provides each
executive officer with term life insurance (up to $200,000 of coverage) and an
automobile for which the Company makes the lease and insurance payments.

COMPENSATION ELEMENTS AND PLANS FOR FISCAL YEAR 1995 -- The Compensation
Committee and Board of Directors have approved for fiscal year 1995 new
executive compensation plans to further link the level of executive incentive
compensation to the financial results and success of the Company. New plans
approved include:

14
<PAGE>
- An ANNUAL BONUS PLAN that pays a cash bonus based upon the level of the
Company's return on investment and the percentage of completion an
executive achieves on predefined and approved individual performance
objectives. This Plan replaces the existing Incentive Bonus Plan;

- A STOCK OPTION GUIDELINE, that determines the number of stock option
grants based upon the executive's individual performance and the Company's
return on investment;

- A LONG-TERM PERFORMANCE PLAN that provides a bonus equal to a defined
percentage of "Value Added" as calculated in a modified "Economic Value
Added" model. Bonus amounts in the Long-Term Performance Plan are deferred
(banked) for a period of three years and are paid at the end of the third
year provided subsequent year results have maintained a positive balance
in the executive's deferred account. This Plan replaces the existing
Deferred Bonus Plan.

In addition, the Compensation Committee and Board of Directors have adopted
an executive stock ownership guideline for fiscal year 1995. The guideline
recommends that executive officers accumulate over a period of time, stock equal
to a market value of one to three times base salary.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The fiscal year 1994 compensation for Robert J. Cronin, the Chief Executive
Officer, was established following the same philosophy and objectives as
discussed in this report, as were the compensation levels determined for all the
executive officers of the Company.

As reported in the Summary Compensation Table, total fiscal year 1994
compensation to Mr. Cronin was $568,987, the significant elements of which were
base salary and incentive and deferred bonuses. Mr. Cronin also was granted
options for 10,000 shares of the Company's Common Stock under the Company's 1989
Stock Option Plan.

Mr. Cronin's base salary as of July 31, 1994 of $325,000 was determined
based upon the Company's established salary range for the Chief Executive
Officer. Mr. Cronin's base salary as of July 31, 1994, is at approximately the
25th percentile of Chief Executive Officer base salary compensation as
determined in a 1993 survey by professional compensation consultants using
companies of similar size and complexity. Effective November 1, 1994, Mr.
Cronin's base salary will be increased to $365,000. The Compensation Committee
believes that Mr. Cronin's salary is within an acceptable range.

Mr. Cronin's fiscal 1994 incentive bonus was $116,500 (35.8% of his base
salary and 71.7% of his maximum incentive bonus) and his fiscal 1994 deferred
bonus was $77,577. Both amounts were determined by his level of achievement
against objectives approved by the Committee at the beginning of the year. There
were nine categories of performance objectives. Objectives included the level of
earnings per share, return on equity, level of sales, and net pre-tax and
after-tax earnings as a percentage to sales and various financial ratios. Other
objectives related to the development and implementation of new products and
services and the improvement in manufacturing efficiencies. The Compensation
Committee believes Mr. Cronin's incentive and deferred bonuses are reasonable as
compared to the Company's fiscal year 1994 performance.

In summary, the Compensation Committee views Mr. Cronin's fiscal 1994
compensation as an appropriate amount, given the Company's financial performance
in fiscal year 1994, his individual achievements, and the competitive standards
for Chief Executive Officer talent.

Submitted by the Compensation Committee of the Board of Directors of the
Company.

Fred F. Canning Chairman
R. Darrell Ewers
William N. Lane, III
William E. Olsen

<PAGE>
PERFORMANCE GRAPH

The following performance graph compares the cumulative total shareholder
return on the Company's Common Stock for the five-year period from July 31, 1989
to July 31, 1994, with the cumulative total return for the same period of the
Standard & Poor's (S&P) 500 stock index, the S&P MIDCAP 400 index, and a stock
index composed of a group of six publicly traded companies, consisting of
American Business Products, Duplex Products, Ennis Business Forms, Moore
Corporation, New England Business Service, and Standard Register Company (the
"Peer Group Index"). Comparisons are based on the assumption that the value of
an investment on July 31, 1989, in the Company's Common Stock, the S&P 500 stock
index, the S&P MIDCAP 400 index, and the Peer Group Index was $100 and that all
dividends were reinvested.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
Wallace Computer Services,
Inc. Peer Group S&P 500 S&P 400 MidCap
<S> <C> <C> <C> <C>
7/31/89 100.00 100.00 100.00 100.00
7/31/90 84.71 86.44 106.43 106.46
7/31/91 89.08 86.55 119.78 130.33
7/31/92 98.31 78.17 134.76 152.97
7/30/93 100.54 88.71 146.07 178.41
7/29/94 134.07 90.56 152.91 184.69
</TABLE>

INDEMNIFICATION ARRANGEMENTS AND LIMITATION ON LIABILITY

Pursuant to the provisions of the Company's Certificate of Incorporation and
the provisions of indemnification agreements between the Company and each of its
directors and officers, the Company is obligated (subject to certain conditions)
to hold harmless and indemnify its directors and officers, to the fullest extent
permitted from time to time by applicable law, from and against expenses
(including attorney's fees), judgments, fines, amounts paid in settlement, and
other liabilities and claims that its directors and officers may incur or become
subject to as a result of or in connection with serving or having served at any
time as a director or officer of the Company (including liabilities relating to
service as a trustee or otherwise in connection with employee benefit plans)
and, in the case of officers, as an employee or agent of the Company or as a
director, officer, employee, or agent or in any other capacity at the request of
the Company with any subsidiary or other entity. The Company's indemnification
obligations under its Certificate of Incorporation and under indemnification
agreements with its directors and officers do not extend to liabilities or
claims based upon or attributable to any breach of duty of loyalty to the
Company or its stockholders, any acts or omissions that are not in good faith or
that involve intentional misconduct or deliberate dishonesty, any improper
personal profit or benefit, or any income taxes in respect of compensation.
Directors and officers also have indemnification rights against the Company
under Section 145 of the Delaware General Corporation Law, and the Company
maintains director and officer liability insurance coverage for its directors
and officers.

16
<PAGE>
Under the provisions of the Company's Certificate of Incorporation, no
director of the Company shall have any personal liability to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that, unless and except to the extent otherwise permitted
from time to time by applicable law, the liability of a director for monetary
damages is not eliminated or limited for any breach of duty of loyalty to the
Company or its stockholders, for acts or omissions that are not in good faith or
that involve intentional misconduct, deliberate dishonesty, or a knowing
violation of law, for any dividends or redemptions or repurchases of stock that
are unlawful under the Delaware General Corporation Law, or for any act or
omission that occurred prior to November 12, 1986.

STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING

It is presently anticipated that the 1995 Annual Meeting will be held on
November 8, 1995. Stockholder proposals intended for inclusion in the proxy
statement for the 1995 Annual Meeting must be received at the Company's
corporate headquarters, 4600 West Roosevelt Road, Hillside, Illinois 60162, not
later than June 10, 1995. Stockholder proposals should be addressed to the
attention of the Company's Corporate Secretary.

By Order of the Board of Directors

T. DIMITRIOU
CHAIRMAN OF THE BOARD OF DIRECTORS

Hillside, Illinois
OCTOBER 7, 1994

<PAGE>

EXHIBIT 2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT made and entered into effective as of January 1,
1995 (this Employment Agreement, as the same may hereafter be amended from time
to time, being hereinafter referred to as "this Agreement"), by and between
WALLACE COMPUTER SERVICES, INC., a Delaware corporation (hereinafter referred to
as "WALLACE"), and ROBERT J. CRONIN of Oak Brook, Illinois (hereinafter referred
to as "CRONIN"),

RECITALS

CRONIN is currently serving WALLACE as its President and Chief Executive
Officer.

The BOARD OF DIRECTORS of WALLACE believes that it would be in the best
interests of WALLACE to enter into this Agreement with CRONIN, and CRONIN
desires to enter into this Agreement with WALLACE.

AGREEMENTS

IN CONSIDERATION OF the foregoing and the promises, covenants and
agreements hereinafter set forth, WALLACE and CRONIN hereby agree as follows:

A. THE TERM

1. TERM. The Term shall begin on January 1, 1995, and shall
continue until December 31, 1999, or such other date as WALLACE and CRONIN may
from time to time mutually agree in writing. During the Term, CRONIN shall
devote his business time, attention, skill and energies to the affairs of
WALLACE and its subsidiaries and shall not, without the specific approval of the
Board of Directors of WALLACE, engage in any other business activity; PROVIDED,
HOWEVER, that this Section A.1 shall not be construed as preventing CRONIN (i)
from investing in any company in any form or manner that does not require his
services in connection with the business and operations of the company in which
such investment is made, (ii) from serving as a director of any company that is
not engaged, directly or indirectly, in any business in competition with
WALLACE, so long as such service as a director does not interfere with the
performance of his duties and responsibilities with WALLACE and such service has
been approved by the Board of Directors of WALLACE, or (iii) from engaging in
any non-business activity, including, without limitation, service as a trustee
or director of a charitable organization or educational institution, so long as
such service does not interfere with the performance

<PAGE>

of his duties and responsibilities with WALLACE.

2. EMPLOYMENT DUTIES. During the Term, CRONIN shall serve WALLACE
and WALLACE shall employ CRONIN as its President and Chief Executive Officer or
in such other executive capacity with WALLACE as the Board of Directors of
WALLACE may from time to time determine, with such duties and responsibilities
as the Board of Directors of WALLACE may from time to time reasonably assign to
him consistent with his position with WALLACE in accordance with the By-Laws of
WALLACE; PROVIDED, HOWEVER, that, if a Material Change should occur during the
Term, WALLACE shall be obligated to continue to employ CRONIN for the remainder
of the Term in the same executive capacity in which he was employed immediately
prior to such Material Change with substantially the same duties and
responsibilities that he had immediately prior to such Material Change; PROVIDED
FURTHER, HOWEVER, that, if WALLACE should cease to be a public company after a
Material Change, the fact that CRONIN may thereupon cease to have certain duties
and responsibilities that were attributable solely to the status of WALLACE as a
public company shall not be deemed to be a breach of this Section A.2.

A "Material Change" shall be deemed to have occurred for the purposes of
this Agreement if any of the following should occur:

(i) The acquisition (in one or more transactions) of beneficial
ownership of more than 50% of the outstanding shares of Common Stock of
WALLACE by any person or entity or by any group of persons or entities
(unless CRONIN is part of such group) acting in concert for the purpose of
acquiring, voting, holding or disposing of shares of WALLACE's Common
Stock,

(ii) The election or appointment (in one or more elections or as
a result of one or more appointments to fill vacancies) as directors
comprising one-half (1/2) or more of the Board of Directors of WALLACE of
persons who were not nominated, recommended or appointed by WALLACE's
incumbent Board of Directors, or

(iii) The occurrence of any other event or state of facts
that the Board of Directors of WALLACE may determine (by the adoption of a
resolution) has, does or would constitute a "Material Change" for the
purposes of this Agreement.

3. COMPENSATION. For all services rendered by CRONIN to WALLACE and
its subsidiaries during the Term, WALLACE shall pay CRONIN a Base Salary in such
amount as the Board of Directors shall from time to time determine; PROVIDED,
HOWEVER, that CRONIN's Base Salary during the Term shall in no event be less
than $365,000 per calendar year, with fractional years prorated on the basis of
a three hundred and sixty-five (365) day calendar year, all subject to normal
withholdings and deductions. The term "Base Salary" shall mean (i) current cash
compensation for services, exclusive of any amounts awarded or paid under
Section B below, any amounts awarded or paid under any other incentive or bonus
plan or program of WALLACE, and any amounts awarded or

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paid in respect of service as a director, plus (ii) the amount of any
compensation that is not Base Salary under clause (i) above because such
compensation is contributed by WALLACE on behalf of CRONIN under WALLACE's
Profit Sharing and Retirement Plan pursuant to a salary reduction agreement
under Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"), or because CRONIN elects to defer such compensation under WALLACE's
Deferred Compensation/Capital Accumulation Plans.

4. BONUSES. During the Term, WALLACE shall award and pay bonuses to
CRONIN as provided in Section B below.

5. NOMINATION AS DIRECTOR. During the Term, WALLACE intends to
nominate CRONIN for election to the Board of Directors of WALLACE, provided that
CRONIN meets the qualifications for election as a director.

B. BONUSES

1. AWARD. During the Term, WALLACE may award such bonuses to
CRONIN, under WALLACE's Executive Incentive Plan and otherwise, in such amounts,
at such times, and, subject to the provisions of Section B.2 below, upon such
conditions as the Board of Directors may from time to time determine; PROVIDED,
HOWEVER, that if a Material Change should occur during the Term, WALLACE shall
be obligated to award CRONIN an unconditional bonus for each fiscal year during
the remainder of the Term (including the fiscal year in which the Material
Change occurs) in an amount not less than the average annual bonus awarded to
him by WALLACE (including, without limitation, all bonuses, whether incentive or
deferred, awarded to CRONIN under WALLACE's Executive Incentive Plan) for the
last two fiscal years preceding the fiscal year in which the Material Change
occurs, which unconditional bonus must be awarded and paid not later than the
last day of the calendar year during which the fiscal year for which the bonus
is awarded ends.

2. PAYMENT. Whenever any incentive bonus under WALLACE's Executive
Incentive Plan or any other cash bonus is awarded to CRONIN, payment of such
bonus shall be made in accordance with the following provisions:

(a) Prior to the commencement of any fiscal year, CRONIN may advise
the Compensation Committee of the Board of Directors of WALLACE of his election
to be paid any incentive bonus under WALLACE's Executive Incentive Plan or any
other cash bonus to be awarded to him for such fiscal year on a current or
deferred basis. If no such election is made, CRONIN shall be deemed to have
elected to be paid such bonus on a current basis.

(b) Any bonus payable on a current basis shall be paid to CRONIN
within sixty (60) days of the date of the award, subject to normal withholdings
and deductions.

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(i) Effective as of the date of the award, WALLACE shall
credit the amount of any deferred bonus to the book reserve account known
as the "Deferred Compensation Account of Robert J. Cronin" (hereinafter
referred to as the "Deferred Compensation Account"). There shall also be
credited to the Deferred Compensation Account, effective as of the date
hereof, all deferred bonuses and interest accrued thereon credited to
CRONIN prior to the date hereof.

(ii) Interest shall accrue on all amounts credited to the
Deferred Compensation Account from the date credited to such account until
the date paid to CRONIN as provided in Section B.2(c)(iii) below. Such
interest shall be computed quarterly on the last day of each calendar
quarter based upon the interest rate payable on ninety (90) day
certificates of deposit of The First National Bank of Chicago prevailing as
of the first day of such calendar quarter. Interest shall be credited to
the Deferred Compensation Account [and thereafter accrue interest as
provided in this Section B.2(c)(ii)] effective as of the first day of each
calendar year, commencing January 1, 1996.

(iii) The amounts of deferred bonus and other amounts
credited to the Deferred Compensation Account shall be paid to CRONIN,
subject to normal withholdings and deductions, in one hundred twenty (120)
equal monthly installments [with interest on the unpaid balance at the rate
specified in Section B.2(c)(ii) above] commencing in the month immediately
following the earlier to occur of (I) the last month of the Term, or (II)
the month in which WALLACE discharges CRONIN for any reason (whether with
or without cause), or (III) the month in which CRONIN is determined to have
a Permanent Disability within the meaning of Section C.1(ii) below;
PROVIDED, HOWEVER, that if CRONIN should die before all amounts credited to
the Deferred Compensation Account have been paid to him, the full unpaid
amount then credited to the Deferred Compensation Account and all interest
accrued thereon shall be immediately paid in a lump sum to his Designated
Beneficiary under Section E.1(b) below.

(d) Notwithstanding any other provision of this Agreement to the
contrary:

(i) CRONIN may at any time or from time to time request the
payment to him of all or any portion of the amounts then credited to the
Deferred Compensation Account, but WALLACE shall make a payment to CRONIN
pursuant to such a request only if and to the extent that such request is
approved by the Board of Directors of WALLACE.

(ii) If CRONIN should elect to terminate his services with
WALLACE pursuant to Section C.3 below, all amounts then credited to the
Deferred Compensation Account shall be paid to CRONIN on demand and all
bonuses that CRONIN has elected to be

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paid on a deferred basis (including any bonus for the calendar year in
which the termination occurs) shall instead be paid to CRONIN on a current
basis.

C. TERMINATION OF SERVICES

1. GENERAL. The obligation of CRONIN to provide services to WALLACE
under Section A above, and, subject to the provisions of Section B.2 above and
Sections C.2, C.3 and C.5 below, the obligation of WALLACE to pay any
compensation or provide any benefits to CRONIN under Section A or B above, as
the case may be, shall cease effective as of the last day of any calendar month
in which CRONIN should:

(i) Die while he is in the employ of WALLACE; or

(ii) Become so mentally or physically disabled while he is
in the employ of WALLACE that, in the reasonable judgment of a doctor who
shall be selected by the Board of Directors of WALLACE, it is unlikely that
CRONIN would be able to render services as contemplated under Section A
above for (I) a period of six (6) months or (II) in excess of one-half of
the time remaining between the date of such determination and the last day
of the Term, whichever is longer (a "Permanent Disability"); or

(iii) Be discharged from the employ of WALLACE by the Board
of Directors of WALLACE for "cause". The term "cause" shall mean (a) the
commission by CRONIN of any crime while on WALLACE's premises or in the
course of WALLACE's business; (b) the commission by CRONIN of any felony or
crime involving moral turpitude; or (c) the engagement by CRONIN in any
business or activity that is directly competitive with any business or
activity of WALLACE or any of its divisions or subsidiaries and which, in
the opinion of the Board of Directors of WALLACE, is prejudicial or adverse
to the best interests of WALLACE; PROVIDED, HOWEVER, that, after the
occurrence of a Material Change, CRONIN may be discharged for "cause" only
if WALLACE is able to establish that the action for which he is being
discharged under clause (a), (b) or (c) of this Section C.1(iii) is an
action for which he would have been discharged for "cause" under WALLACE's
general employment policies and practices in effect immediately prior to
such Material Change; or

(iv) Voluntarily retire from the employ of WALLACE.

2. PERMANENT DISABILITY. If CRONIN is determined to have a
Permanent Disability and his employment with WALLACE is terminated pursuant to
Section C.1(ii) above, then, commencing with the month next succeeding the month
in which his employment is terminated, WALLACE shall pay CRONIN fifty percent
(50%) of his most recent Base Salary then in effect for the balance of the Term
or until his death, whichever occurs first.

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3. MATERIAL CHANGE. CRONIN shall have the right to elect to
terminate his services with WALLACE if, after the occurrence of a Material
Change:

(i) WALLACE should fail to continue to employ him during
the Term in the same executive capacity with WALLACE in which he was
employed immediately prior to such Material Change, with substantially the
same duties and responsibilities with WALLACE that he had immediately prior
to such Material Change, except, in the case where WALLACE ceases to be a
public company after such Material Change, for those duties and
responsibilities that were attributable solely to the status of WALLACE as
a public company. Without in any way limiting the right of CRONIN to elect
to terminate his services under this Section C.3(i), it is understood that
any change in CRONIN's job description (other than as described in the
exception to the first sentence of this clause (i)), offices, perquisites,
or place of employment, any reduction in the number of officers or other
employees or diminishment in the overall management responsibility of
officers and other employees reporting directly to CRONIN (other than as
described in the exception to the first sentence of this clause (i)), any
reduction in the number of operating units or overall sales volume of
operating units reporting directly to CRONIN, and any diminishment in the
decision making authority of CRONIN (other than as described in the
exception to the first sentence of this clause (i)), shall each be a change
in his duties and responsibilities that will give CRONIN the right to elect
to terminate his services under this Section C.3(i); or

(ii) WALLACE should impede or otherwise fail to permit
CRONIN to exercise fully and properly his duties and responsibilities with
WALLACE during the Term; or

(iii) WALLACE should fail to pay or award to CRONIN when due
any Base Salary, Bonus or other amount payable to him under the provisions
of Section A.3 or B above or to provide him with any benefits to which he
is entitled under the provisions of Section D.2 below.

If CRONIN should make any such election during the Term, he shall be entitled to
a Termination Payment (as hereinafter defined) from WALLACE, which Termination
Payment shall be due and payable ten (10) days after CRONIN gives WALLACE
written notice of such election. The term "Termination Payment" in respect of
any election by CRONIN to terminate his services with WALLACE during the Term
shall mean an amount that is equal to the present value (determined as of the
date of such election using a discount rate equal to the then current Pension
Benefit Guaranty Corporation interest rate for valuing immediate annuities under
single-employer pension plans) of the minimum amount of Base Salary, Bonuses and
other compensation (whether paid currently or deferred) to which CRONIN would
have been entitled under Sections A.3 and B above for the remainder of the Term
if he had continued in the employ of WALLACE through the last day of the Term.
The Termination Payment is intended to constitute liquidated damages to
compensate CRONIN for amounts he could have earned under Sections A and B in
respect of future services and shall not be

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subject to reduction based upon any compensation that CRONIN may receive (or
could have received) in respect of any services he performs (or could have
performed) after he terminates his services to WALLACE. The Termination Payment
shall be in addition to and not in lieu of any rights or claims that CRONIN may
have under Sections A and B in respect of past services and any rights or
claims, past or future, that CRONIN may have under Sections D and E, and CRONIN
shall retain all of his rights and claims under Sections A and B in respect of
past services and all of his rights and claims, past or future, under Sections D
and E.

4. EXCISE TAX. In the event that, in connection with a Material
Change or at any time following a Material Change, the Termination Payment or
any other amounts payable to CRONIN, his Designated Beneficiary or his
dependents under this Agreement or under any plan, program or policy of WALLACE,
or any benefits provided to CRONIN or his dependents under this Agreement or
under any plan, program or policy of WALLACE, should become subject to the
excise tax imposed under Section 4999 of the Code or any similar tax or
assessment (collectively, "Excise Taxes"), WALLACE shall pay to CRONIN, his
Designated Beneficiary or his dependents, as the case may be, on demand, the
amount (the "Excise Tax Reimbursement Amount") necessary to fully reimburse
CRONIN, his Designated Beneficiary and his dependents for (i) all Excise Taxes
that may be imposed on CRONIN, his Designated Beneficiary or his dependents and
(ii) any and all income and other taxes, including additional Excise Taxes, that
may be imposed on CRONIN, his Designated Beneficiary or his dependents in
respect of any of the amounts to be paid to CRONIN, his Designated Beneficiary
or his dependents under clause (i) above or under this clause (ii). The
determination of the Excise Tax Reimbursement Amount shall initially be made by
the accounting firm that is serving as WALLACE's independent public accountants
immediately prior to the Material Change, or, if such accounting firm is no
longer in existence, by its successor. All costs and expenses of such
accounting firm in connection with making such determination shall be paid by
WALLACE. If it is subsequently determined (as a result of an assessment of
additional Excise Taxes by the Internal Revenue Service or otherwise) that the
Excise Tax Reimbursement Amount is not sufficient to fully reimburse CRONIN, his
Designated Beneficiary or his dependents as contemplated above, WALLACE shall
pay to CRONIN, his Designated Beneficiary or his dependents, as the case may be,
on demand, the amount (the "Additional Excise Tax Reimbursement Amount")
necessary to fully reimburse CRONIN, his Designated Beneficiary and his
dependents for (I) any and all additional Excise Taxes, income taxes and other
taxes that may be imposed on CRONIN, his Designated Beneficiary or his
dependents, (II) any and all interest, fines and penalties that may be imposed
on CRONIN, his Designated Beneficiary or his dependents in connection with any
such additional Excise Taxes, income taxes or other taxes, and (III) any and all
income and other taxes, including additional Excise Taxes, that may be imposed
on CRONIN, his Designated Beneficiary or his dependents in respect of any of the
amounts to be paid to CRONIN, his Designated Beneficiary or his dependents under
clause (I) or (II) above or under this clause (III). The purpose of this
Section C.4 is to place CRONIN, his Designated Beneficiary and his dependents in
the same position on an after-tax basis that each of them would have been in if
the Termination Payment and all other amounts payable to CRONIN, his Designated
Beneficiary or his dependents under this Agreement or under any plan, program or
policy of WALLACE, and all benefits

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provided to CRONIN or his dependents under this Agreement or under any plan,
program or policy of WALLACE, had not been subject to any Excise Taxes.

5. PAST SERVICES, ETC. The termination of CRONIN's employment with
WALLACE for any reason, including "cause" pursuant to Section C.1(iii), shall
not diminish or otherwise affect in any way the obligations of WALLACE with
respect to the payment of any Base Salary, Bonuses or other compensation
(whether payable currently or deferred) in respect of past services, and CRONIN
shall retain all of his rights and claims under Sections A and B in respect of
past services and all of his rights and claims, past and future, under Section D
and E, except to the extent expressly provided otherwise in Section D or E, as
the case may be.

D. EMPLOYEE BENEFITS

1. GENERAL. CRONIN and his dependents shall receive all employee
benefits (including, without limitation, paid vacations and holidays, medical,
hospitalization, dental and other health care insurance, disability insurance,
life insurance, and retirement benefits) and participate in WALLACE'S Capital
Accumulation Plan and other plans and programs to which and in which active
executive employees of WALLACE and/or their dependents are or shall become
entitled to receive or participate in at any time during the Term, except
supplemental retirement benefits under WALLACE's Supplemental Retirement Plan;
PROVIDED, HOWEVER, that CRONIN and his dependents shall be entitled to receive
employee benefits and participate in WALLACE'S Capital Accumulation Plan and
other plans and programs as set forth in this Section D.1 if and so long as (and
only if and so long as) (i) CRONIN does not, at any time while he is an employee
of WALLACE and, unless the termination of his employment constitutes Retirement
(as defined in Section E.1(a) ) and there has been a Material Change before his
Retirement, at any time thereafter, engage in any Competitive Activity (as
defined in Section F below) and (ii) CRONIN does not commit any action that
permits WALLACE to terminate his employment for "cause" under the provisions of
clause (a) or (b) of Section C.1(iii) (including, if applicable, the proviso
thereto); PROVIDED FURTHER, HOWEVER, that, if a Material Change should occur,
the employee benefits required to be provided to CRONIN and his dependents under
the provisions of this Section D.1 shall be no less than the employee benefits
CRONIN and his dependents would have received under the provisions of the plans,
programs and policies of WALLACE in effect immediately prior to such Material
Change, all at no increased cost or expense to CRONIN and his dependents.

2. UNINSURED MEDICAL EXPENSES. In addition to the foregoing,
effective January 1, 1995, and continuing until CRONIN's death, WALLACE will
reimburse CRONIN upon request for expenses incurred by CRONIN for or in respect
of medical care (as defined in Section 213 of the Code) of CRONIN and his wife;
PROVIDED, HOWEVER, that CRONIN shall be entitled to reimbursement of medical
expenses as set forth in this Section D.2 if and so long as (and only if and so
long as) (i) CRONIN does not, at any time while he is an employee of WALLACE
and, unless the termination of his employment constitutues Retirement (as
defined in Section E.1(a) ) and there has been a Material

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Change before his Retirement, at any time thereafter, engage in any Competitive
Activity (as defined in Section F below) and (ii) CRONIN does not commit any
action that permits WALLACE to terminate his employment for "cause" under the
provisions of clause (a) or (b) of Section C.1(iii) (including, if applicable,
the proviso thereto). WALLACE may, in its discretion, pay any such medical
expenses directly in lieu of making reimbursement therefor. The reimbursement
or payment of such medical expenses on behalf of CRONIN and/or his wife shall be
limited to an aggregate of $500,000, and reimbursement or payment of such
medical expenses shall be made by WALLACE only in the event and to the extent
that such reimbursement or payment is not then provided under any insurance
policy or policies, whether owned by WALLACE or CRONIN, or under any other
private or public health and accident plan or program in which CRONIN or his
wife, as the case may be, is then eligible for benefits; PROVIDED, HOWEVER,
that, if CRONIN's employment terminates:

(I) Before his 55th birthday, there shall be no
reimbursement or payment of medical expenses on behalf of CRONIN and/or his
wife after his employment terminates,
(II) On or after his 55th but before his 60th birthday, the
reimbursement or payment of medical expenses on behalf of CRONIN and/or his
wife shall be limited to an aggregate of $150,000, or

(III) On or after his 60th but before his 65th birthday, the
reimbursement or payment of medical expenses on behalf of CRONIN and/or his
wife shall be limited to an aggregate of $300,000,

unless the termination of his employment constitutues Retirement (as defined in
Section E.1(a) ) and there has been a Material Change before his Retirement, in
which case the reimbursement or payment of medical expenses on behalf of CRONIN
and/or his wife shall continue to be limited to an aggregate of $500,000. Upon
the request of WALLACE, CRONIN shall submit to WALLACE hospitalization, doctor,
dental or other medical bills, including premium notices for accident or health
insurance, for verification by WALLACE.

3. SURVIVAL. The provisions of this Section D shall survive the
expiration of the Term and the termination of CRONIN's employment with WALLACE
for any reason.

E. RETIREMENT

1. SUPPLEMENTAL RETIREMENT BENEFIT.

(a) Commencing on the date of his Retirement (as hereinafter defined)
and continuing until the later of (I) the date of CRONIN's death or (II) the
tenth anniversary of his Retirement, WALLACE shall pay to CRONIN a monthly
Supplemental Retirement Benefit determined as provided below; PROVIDED, HOWEVER,
that (a) if CRONIN should die before the tenth anniversary of his Retirement,
all remaining monthly Supplemental Retirement Benefit payments shall be made to
his

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Designated Beneficiary under Section E.1(b) below, and (b) CRONIN and his
Designated beneficiary shall be entitled to receive a Supplemental Retirement
Benefit as set forth in this Section E.1 if and so long as (and only if and so
long as) (i) CRONIN does not at, any time while he is an employee of WALLACE
and, unless there has been a Material Change before his Retirement, at any time
thereafter, engage in any Competitive Activity (as defined in Section F below)
and (ii) CRONIN does not commit any action that permits WALLACE to terminate his
employment for "cause" under the provisions of clause (a) or (b) of Section
C.1(iii) (including, if applicable, the proviso thereto). The term "Retirement"
means the termination of CRONIN's employment with WALLACE for any reason other
than for "cause" pursuant to Section C.1(iii) above (including, if applicable,
the proviso thereto), whether the termination is before or after the date he
attains age 65 and whether the termination is voluntary or involuntary,
including, without limitation, any termination of employment pursuant to Section
C.3 above. The first payment of the Supplemental Retirement Benefit shall be
made on the first day of the first month following his Retirement, and the last
payment of the Supplemental Retirement Benefit shall be made on the first day of
the one hundred twentieth month following his Retirement. The monthly
Supplemental Retirement Benefit payable under this Section E.1 shall be the
amount determined under subparagraph (i) below, reduced by the amount determined
under subparagraph (ii) below:

(i) The following percentage of CRONIN's average monthly
compensation from WALLACE (including salary, current and deferred bonuses,
and contributions made on his behalf by WALLACE under WALLACE's Profit
Sharing and Retirement Plan pursuant to any salary reduction agreement
under Section 401(k) of the Internal Revenue Code of 1986, but excluding
payments made during such period that were deferred from a previous period
and amounts attributable to the granting or exercise of stock options) for
the last sixty (60) months of his full-time employment by WALLACE before
Retirement:

(I) If CRONIN's Retirement occurs after a Material Change,
50%.

(II) If no Material Change occurs prior to CRONIN's
Retirement and his Retirement occurs (I) before his 55th birthday,
zero percent, (II) on or after his 55th but before his 60th birthday,
25%, (III) on or after his 60th but before his 65th birthday, 33-1/3%,
or (IV) on or after his 65th birthday, 50%.

(ii) The foregoing amount shall then be reduced by (A) 100%
of his monthly social security retirement benefits, if any, and (B) the
monthly amount payable under a single-life annuity for the life of CRONIN
commencing on the date of his Retirement which is the actuarial equivalent
(using the then current Pension Benefit Guaranty Corporation interest rate
for valuing immediate annuities under single-employer pension plans) of the
benefits payable to CRONIN under any retirement plan or program sponsored
or maintained by WALLACE, including, without limitation, any amounts
payable to him under WALLACE's Profit Sharing and Retirement Plan and
WALLACE's Supplemental Profit Sharing Plan that are

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attributable to Company contributions, but excluding any amounts
attributable to contributions made by WALLACE on behalf of CRONIN under
WALLACE's Profit Sharing and Retirement Plan pursuant to a salary reduction
agreement under Section 401(k) of the Internal Revenue Code of 1986.

(b) In the event CRONIN should die during the Term and prior to the
termination of his employment with WALLACE, WALLACE shall pay to his Designated
Beneficiary (as hereinafter defined) an amount equal to the Supplemental
Retirement Benefit that CRONIN would have received if the date of his death had
been the date of his Retirement and he had lived through the tenth anniversary
of his Retirement. The payments to CRONIN's Designated Beneficiary under this
Section E.1(b) shall commence on the first day of the month following CRONIN's
death and shall continue until the first day of the 120th month following his
death. The term "Designated Beneficiary" shall mean CRONIN's wife at the time
of his death, unless CRONIN should hereafter designate in writing to WALLACE
another person or entity to be his Designated Beneficiary for the purposes of
this Agreement, in which case the last such person or entity so designated shall
be the Designated Beneficiary, or if no such designation is made and CRONIN's
wife either predeceases CRONIN or dies concurrently with him or within thirty
(30) days after his death, the Designated Beneficiary shall be CRONIN's estate.

2. NO ALIENATION, ETC.. Neither the Supplemental Retirement Benefit nor
any payment provided to be made to the Designated Beneficiary pursuant to
Section E.1(b) above shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution,
or levy of any kind, either voluntary or involuntary, including any such
liability which is for alimony or other payments to or for the support of a
spouse or former spouse or any other relative of CRONIN or the Designated
Beneficiary, prior to actually being received by CRONIN or the Designated
Beneficiary, as the case may be; and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any right to
receive any Supplemental Retirement Benefit or any payment provided to be made
to the Designated Beneficiary pursuant to Section E.1(b) above shall be void.

3. LUMP SUM PAYMENT. Notwithstanding any other provision of this
Agreement to the contrary:

(i) CRONIN may, at any time from and after the date of his
Retirement, request the payment to him in a lump sum in lieu of, and in
substitution for, his monthly Supplemental Retirement Benefit an amount
equal to the actuarial equivalent present value (computed using the then
current Pension Benefit Guaranty Corporation interest rate for valuing
immediate annuities under single-employer pension plans) of the remaining
Supplemental Retirement Benefit payable under Section E.1 above; PROVIDED,
HOWEVER, that WALLACE shall make a payment to CRONIN pursuant to such a
request only if and to the extent that such request is approved by the
Board of Directors of WALLACE, and

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(ii) If CRONIN should elect to terminate his services with
WALLACE pursuant to Section C.3 above, WALLACE shall pay to him on demand,
in a lump sum, in lieu of, and in substitution for, his monthly
Supplemental Retirement Benefit, an amount equal to the actuarial
equivalent present value (computed using the then current Pension Benefit
Guaranty Corporation interest rate for valuing immediate annuities under
single-employer pension plans) of the Supplemental Retirement Benefit
payable under Section E.1 above.

4. SURVIVAL. The provisions of this Section E shall survive the
expiration of the Term and the termination of CRONIN's employment with WALLACE
for any reason, other than termination for "cause" pursuant to Section C.1(iii)
above (including, if applicable, the proviso thereto).

F. NON-COMPETITION

During the Term and for a period of two years after the later to occur of
(i) the end of the Term or (ii) the termination of CRONIN's employment and all
other association (whether as a director, officer or consultant) with WALLACE
for any reason (whether with or without cause), CRONIN shall not, directly or
indirectly, own, manage, operate, control, be employed by, participate in or be
connected with the ownership, management, operation or control of any entity
which is directly or indirectly engaged in any business or activity that is
directly competitive with any business or activity of WALLACE or any of its
divisions or subsidiaries (collectively, a "Competitive Activity"); PROVIDED,
HOWEVER, that CRONIN shall not be prohibited under this Section F from engaging
in a Competitive Activity following the termination of CRONIN's employment if
the termination of his employment constitutes Retirement (as defined in Section
E.1(a) ) and there has been a Material Change before his Retirement.

CRONIN acknowledges that compliance with the provisions of this Section F
is necessary to protect the trade secrets and other confidential and proprietary
information and the goodwill of WALLACE and that any breach or violation of
this Section F would cause WALLACE continuing and irreparable injury for which
money damages would not be an adequate remedy. In addition to any other rights
and remedies available by contract, law or otherwise, WALLACE shall be entitled
to injunctive relief to enforce this Section F and to remedy or prevent any
actual or threatened breach or violation of this Section F.

G. OTHER AGREEMENTS

This Agreement amends and restates and supersedes any other agreement of
the parties, written or oral, with respect to the subject matter hereof. CRONIN
represents and warrants that his signing of this Agreement and the performance
of his services as an executive with WALLACE as

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<PAGE>

contemplated hereunder are not and will not be in violation of any other
contract, agreement or understanding to which he is or may become a party.

H. NOTICE

Any notice given under this Agreement shall be sufficient if in writing and
if sent by registered or certified mail, postage prepaid, addressed, in the case
of WALLACE, to its then principal office to the attention of its Board of
Directors; in the case of CRONIN, to his last known address; in the case of the
Designated Beneficiary, to his, her or their last known address; or, in the case
of CRONIN's dependents, to their last known address.

I. BINDING EFFECT

This Agreement shall inure to the benefit of and be binding upon and
enforceable against (i) WALLACE and its successors and assigns (including,
without limitation, the surviving corporation in any merger or consolidation
with WALLACE), (ii) CRONIN and his heirs, executors, administrators and legal
representatives, (iii) with respect to Sections B, C, E, H, I, J, K and L, the
Designated Beneficiary and his or her heirs, executors, administrators and legal
representatives, and (iv) with respect to Sections C, D, H, I, J, K and L,
CRONIN's dependents and their respective heirs, executors, administrators and
legal representatives. In addition, without in any way limiting the foregoing,
following a Material Change, any person or entity (or group of persons and/or
entities) that acquires (in a single transaction or a series of related
transactions) any businesses or assets of WALLACE representing 25% or more of
WALLACE's sales, operating profits or operating assets shall be deemed to be a
successor of WALLACE for the purposes of this Agreement and shall be liable for
the payment of all amounts payable by WALLACE under this Agreement and for the
performance of all obligations of WALLACE under this Agreement.

J. GOVERNING LAW

All questions relating to the validity, construction, interpretation,
performance and administration of this Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois covering
contracts made and to be performed in that State. Following a Material Change,
this Agreement is to be interpreted and construed in the manner most favorable
to CRONIN, his Designated Beneficiary and his dependents (and their respective
heirs, executors, administrators and personal representatives).

K. NO TRUST, ETC.

-13-

<PAGE>

Neither this Agreement nor any action taken pursuant to the provisions
of this Agreement shall create or be construed to create a trust or fiduciary
relationship of any kind between WALLACE and CRONIN, his Designated Beneficiary
or his dependents or any other person. To the extent that CRONIN, his
Designated Beneficiary or his dependents or any other person acquires a right to
receive any payments or other benefits from WALLACE under this Agreement, such
right shall be no greater than the right of any unsecured general creditor of
WALLACE, and any and all amounts credited or accrued in the Deferred
Compensation Account, or accrued to pay the Supplemental Retirement Benefit or
any amount provided to be paid to the Designated Beneficiary under Section
E.1(b) above or accrued to make any other payment or provide any other benefit
to CRONIN, his Designated Beneficiary or his dependents or any other person
shall continue for all purposes to be a part of the general funds of WALLACE,
and no person other than WALLACE shall have any interest in any such funds. The
right of CRONIN, his Designated Beneficiary or his dependents or any other
person to receive payments or other benefits under this Agreement may not be
pledged or encumbered and cannot be assigned or transferred except by will or by
the laws of descent and distribution.

L. ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES.

CRONIN, his Designated Beneficiary and his dependents (and their
respective heirs, executors, administrators and personal representatives) shall
each be entitled to recover from WALLACE (and shall be reimbursed by WALLACE
upon demand) all attorneys' fees and other costs and expenses, if any, that may
be incurred in connection with enforcing or defending the rights of CRONIN, his
Designated Beneficiary or his dependents under this Agreement following a
Material Change. CRONIN, his Designated Beneficiary and his dependents (and
their respective heirs, executors, administrators and personal representatives)
shall also be entitled to recover from WALLACE interest on the Termination
Payment and any other amounts that may be payable to CRONIN, his Designated
Beneficiary or his dependents under this Agreement (including, without
limitation, amounts required to be reimbursed under the first sentence of this
Section, any Excise Tax Reimbursement Amount or Additional Excise Tax
Reimbursement Amount under Section C.4 above, and any lump sum payments of the
Deferred Compensation Account under Section B.2 above or in lieu of the
Supplemental Retirement Benefit under Section E.1 above) that are not paid when
due following a Material Change, at an annual rate equal to 4% over the
corporate base rate as announced from time to time by The First National Bank of
Chicago or its successor (changing as and when such announced corporate base
rate changes), compounded monthly, from the date due until paid. Payments
received by CRONIN, his Designated Beneficiary or his dependents (or any of
their respective heirs, executors, administrators and personal representatives)
shall be credited first against accrued interest until all accrued interest is
paid in full before any such payment is credited against the Termination Payment
or any other amounts that may be payable to CRONIN, his Designated Beneficiary
or his dependents under this Agreement.

-14-

<PAGE>

IN WITNESS WHEREOF, WALLACE has caused this Agreement to be executed on its
behalf by the Chairman of the Compensation Committee of its Board of Directors
and CRONIN has executed this Agreement, all as of the day and year first above
written.

WALLACE COMPUTER SERVICES, INC.
[SEAL]

ATTEST:

/s/ Michael T. Laudizio By: /s/ T. Dimitriou
------------------------------------ --------------------------------
Its Secretary Chairman of the Board

/s/ Robert J. Cronin
-----------------------------------
ROBERT J. CRONIN

-15-

<PAGE>

EXHIBIT 3

UNDERTAKING TO REPAY

WHEREAS, the undersigned Director has previously entered into an
Indemnification Agreement with Wallace Computer Services, Inc. (the "Company"),
which provides for the advancement of any and all defense costs (including
attorneys' fees) in investigating, defending or otherwise contesting any claim
made against the Director with respect to, INTER ALIA, any alleged act or
omission by him as a director of the Company, PROVIDED that the Director gives
the Company a written undertaking to repay any and all such advances if and to
the extent it is ultimately determined that the Director is not entitled to
indemnification with respect to such claim; and

WHEREAS, the undersigned Director has been named as a defendant in the
following actions (the "Actions"), which Actions allege acts or omissions by him
as a director of the Company:

1) MOORE CORPORATION LIMITED AND FRDK, INC. v. WALLACE COMPUTER SERVICES,
INC., ROBERT J. CRONIN, THEODORE DIMITRIOU, FRED F. CANNING, WILLIAM
N. LANE, III, NEELE E. STEARNS, JR., R. DARRELL EWERS, RICHARD F.
DOYLE AND WILLIAM E. OLSEN, C.A. No. 95-472 (D. Del.);

2) BERNARD KOFF v. THEODORE DIMITRIOU, FRED CANNING, WILLIAM N. LANE,
NEELE E. STEARNS, JR., ROBERT J. CRONIN, DARRELL R. EWERS, RICHARD F.
DOYLE, WILLIAM E. OLSEN, AND WALLACE COMPUTER SERVICES, INC., C.A. No.
14448 (Del. Chan. Ct.);

3) KITTY LAPERRIERE v. WALLACE COMPUTER SERVICES INC., THEODORE DIMITRIOU
AND ROBERT J. CRONIN, C.A. No. 14449 (Del. Chan. Ct.); and

4) ROBIN K. PITTMAN v. THEODORE DIMITRIOU, FRED F. CANNING, WILLIAM N.
LANE, III, NEELE E. STEARNS, JR., ROBERT J. CRONIN, DARRELL R. EWERS,
RICHARD F. DOYLE,

<PAGE>

WILLIAM E. OLSEN, AND WALLACE COMPUTER SERVICES, INC., C.A. No. 14454
(Del. Chan. Ct.).

NOW, THEREFORE, pursuant to the Company's agreement to advance all costs
and expenses (including attorneys' fees) in investigating, defending or
otherwise contesting the foregoing Actions, the undersigned Director hereby
undertakes to repay all such advances if and to the extent it is ultimately
determined that I am not entitled to indemnification with respect to such
Actions.

______________________________

Dated August __, 1995

-2-
<PAGE>
UNDERTAKING TO REPAY

WHEREAS, the undersigned Director has been named as a defendant in the
following actions (the "Actions"), which Actions allege acts or omissions by him
as a director of the Company:

3) ROBIN K. PITTMAN v. THEODORE DIMITRIOU, FRED F. CANNING, WILLIAM N.
LANE, III, NEELE E. STEARNS, JR., ROBERT J. CRONIN, DARRELL R. EWERS,
RICHARD F. DOYLE, WILLIAM E. OLSEN, AND WALLACE COMPUTER SERVICES,
INC., C.A. No. 14454 (Del. Chan. Ct.).

-3-
<PAGE>

______________________________

Dated August __, 1995

-4-

<PAGE>

EXHIBIT 4
[LOGO]
WALLACE COMPUTER SERVICES, INC

August 15, 1995

Dear Wallace Stockholders:

On August 2, 1995, FRDK, Inc., a wholly owned subsidiary of Moore
Corporation Limited, commenced an unsolicited tender offer to acquire all
outstanding shares of common stock of Wallace for $56 per share (the "Moore
Offer"). Your Board has carefully considered the Moore Offer.

Based on that analysis, your Board of Directors has unanimously concluded
that the Moore Offer is inadequate and not in the best interests of Wallace and
its stockholders. The Board believes that, in light of the company's future
prospects, the interests of the stockholders will be best served by Wallace
remaining an independent entity.

YOU ARE STRONGLY URGED TO JOIN WITH YOUR BOARD OF DIRECTORS IN REJECTING THE
MOORE OFFER. THE BOARD RECOMMENDS THAT YOU NOT TENDER YOUR SHARES PURSUANT TO
THE MOORE OFFER.

In arriving at its decision to reject the Moore Offer, your Board considered
a variety of factors, including, among others, the opinion of its financial
advisor, Goldman, Sachs & Co., that the $56 per share being offered is
inadequate.

The enclosed Schedule 14D-9 describes the Board's decision to reject the
Moore Offer and contains other important information relating to its decision.
We urge you to read it carefully.

Your Board of Directors and I greatly appreciate your continued support and
encouragement.

Sincerely,
/s/ Bob Cronin
Bob Cronin
PRESIDENT AND CHIEF EXECUTIVE OFFICER

<PAGE>

Exhibit 5

WALLACE COMPUTER SERVICES, INC.
NEWS RELEASE

For Immediate Release

Contact: HILL AND KNOWLTON
Jeff Zilka 312/255-3048
Roy Wiley 312/255-3035

WALLACE COMPUTER SERVICES, INC. REJECTS MOORE OFFER;
FILES SUIT TO STOP TAKEOVER ATTEMPT

Hillside, Ill., August 15, 1995 -- Wallace Computer Services, Inc. announced
today that its Board of Directors unanimously concluded that an unsolicited
tender offer from Moore Corporation Limited to acquire all outstanding shares of
Wallace common stock at $56 a share is inadequate. The Board also concluded
that, in light of the company's future prospects, stockholders would be best
served by Wallace remaining an independent entity. The Board is advising
stockholders not to tender their shares.

Separately, Wallace filed suit in federal court to enjoin Moore's
tender, asserting that an acquisition raises serious issues under federal
antitrust laws. The suit also seeks to enjoin Moore from violations of federal
securities laws as a consequence of significant misstatements of fact in public
statements on the Moore tender offer.

In rejecting the offer, the Wallace Board cited the company's strong
financial performance as a key factor. Wallace has consistently achieved
superior earnings growth in its industry. This has been spurred by an
aggressive new product strategy which is helping the company steadily gain
market share.

Robert J. Cronin, President and Chief Executive Officer of Wallace,
cited these items and other factors in a letter he sent to Mr. Braun today which
follows:

Dear Mr. Braun:

<PAGE>

future prospects, the interests of Wallace's stockholders will be best
served by Wallace remaining an independent entity.

Wallace is an outstanding company. Wallace has become the
acknowledged industry leader in the application of new technologies and in
customer service and value. As you know, this has resulted in a dramatic
string of new customer relationships for Wallace. This trend will continue
and is only just beginning to add to our company's bottom line and
stockholder value.

Your proposed acquisition of Wallace raises serious issues under
the federal antitrust laws. As a result, we are filing a legal action in
the United States District Court for the Southern District of New York to
enjoin the proposed merger under Section 7 of the Clayton Act.

The Board is also concerned with significant misstatements of
fact in your public statements concerning the tender offer. Because of the
seriousness of those misstatements, our legal action in the United States
District Court for the Southern District of New York also seeks to enjoin
you from violating the federal securities laws.

Wallace and its Board of Directors have always dealt fairly and
honestly with Wallace's stockholders. We expect you to do the same.

Sincerely,

Robert J. Cronin
President & Chief Executive
Officer

Wallace is one of the nation's largest manufacturers and distributors
of information management products, services and

<PAGE>

solutions. Founded in Chicago in 1908, Wallace is headquartered in Hillside,
Illinois with manufacturing, distribution and sales facilities throughout the
United States.

<PAGE>

EXHIBIT 6

AMENDED AND RESTATED BYLAWS

WALLACE COMPUTER SERVICES, INC.

(Effective as of June 14, 1995)

ARTICLE I

OFFICES AND BOOKS AND RECORDS

Section 1.1. OFFICES.

The corporation may have such offices as the Board of Directors may from
time to time designate and the business of the corporation may from time to time
require.

Section 1.2. BOOKS AND RECORDS.

The corporation may keep its books and records at such places as the Board
of Directors may from time to time designate and the business of the corporation
may from time to time require.

ARTICLE II

STOCKHOLDERS

Section 2.1. ANNUAL MEETING.

An annual meeting of stockholders for the purpose of electing directors and
the transaction of any other proper business shall be held each year on such
date and at such time as may be fixed by the Board of Directors. If, by the
tenth day preceding the first Wednesday in November of any year, the Board of
Directors shall not have fixed a date and time for an annual meeting of
stockholders for such year, the annual meeting shall

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<PAGE>

be held on the first Wednesday in November in such year at the hour of 10:00
a.m. in the place where such meeting is to be held. If the date so fixed for
the annual meeting shall be a legal holiday in the place where such meeting is
to be held, such meeting shall be held on the next succeeding business day.

Section 2.2. SPECIAL MEETINGS.

Special meetings of stockholders may be called at any time by the Board of
Directors pursuant to a resolution approved by a majority of the entire Board of
Directors. *

Section 2.3. PLACE OF MEETING.

The Board of Directors may designate the place of meeting for any meeting
of stockholders. If no designation is made by the Board of Directors, the place
of meeting shall be the principal business office of the corporation.

Section 2.4. NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of meeting and
the purpose or purposes for which the meeting is called shall be given not less
than 10 days nor more than 60 days before the date of each meeting of
stockholders, either personally or by mail, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, addressed to
the stockholder at his address as it appears on the stock transfer books of the
corporation.

Section 2.5. FIXING OF RECORD DATE.

Except as may be provided otherwise by law:

(a) For the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend or other distribution,
or in order to make a determination of stockholders for any other proper
purpose, the Board of Directors may fix in advance a date as the record date for
any such determination of stockholders, which record date shall be not less than
10 days nor more than 60 days prior to the

- 2 -

<PAGE>

date of the meeting or of the payment of a dividend or other event for which
such record date is being fixed.

(b) If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or of
stockholders entitled to receive payment of a dividend or other distribution, or
in order to make a determination of stockholders for any other purpose, the
record date for such determination of stockholders shall be (i) in the case of a
meeting of stockholders, the close of business on the day next preceding the
date on which notice of the meeting is given, or (ii) in the case of a dividend
or other distribution, the close of business on the date on which the Board of
Directors adopts the resolution declaring such dividend or other distribution,
or (iii) for any other purpose, the date on which the Board of Directors adopts
the resolution relating thereto.

(c) A determination of stockholders entitled to notice of or to vote at
any meeting of stockholders shall apply to any adjournment of such meeting,
unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 2.6. VOTING LISTS.

The officer who has charge of the stock transfer books of the corporation
shall prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be available
at either the place where the meeting is to be held or at another place,
specified in the notice of meeting, in the city where the meeting is to be held,
for a period of 10 days prior to the meeting and shall be open to examination by
any stockholder at any time during ordinary business hours during such 10-day
period, for any purpose germane to the meeting. Such list shall also be
produced and kept open at the time and place of the meeting during the whole
time thereof and shall be subject to inspection by any stockholder who is
present at the meeting. The original or duplicate stock transfer books shall be
the only evidence as to the identity of the stockholders entitled to examine any
such list or the stock transfer books of the corporation and to vote in person
or by proxy at any meeting of stockholders.

- 3 -

<PAGE>

Section 2.7. QUORUM AND VOTING.

Except as may be provided otherwise in the Certificate of Incorporation:

(a) Stockholders holding a majority of the outstanding shares of stock of
the corporation, present in person or represented by proxy, at the meeting and
entitled to vote on the subject matter shall constitute a quorum at a meeting of
stockholders, except that, when any matter is to be voted on by a class or by a
series voting as a class, the holders of a majority of the shares of such class
or series, present in person or represented by proxy, shall constitute a quorum
of such class or series for a vote on such matter.

(b) In all matters other than the election of directors, the affirmative
vote of stockholders holding a majority of the shares of stock of the
corporation entitled to vote, present in person or represented by proxy, shall
be the act of the stockholders, except that, when any matter is to be voted on
by a class or by a series voting as a class, the affirmative vote of the holders
of a majority of the shares of such class or series, present in person or
represented by proxy, shall be the act of such class or series.

(c) Directors shall be elected by a plurality of the votes cast by
stockholders holding shares of stock of the corporation entitled to vote in the
election of directors, present in person or represented by proxy, except that,
when any directors are to be elected by a class or by a series voting as a
class, the directors to be elected by such class or series shall be elected by a
plurality of the votes cast by holders of the shares of such class or series,
present in person or represented by proxy.

(d) If less than a majority of the outstanding shares of stock is
represented at a meeting of stockholders, or if less than a majority of the
outstanding shares of any class or series is represented at a meeting of
stockholders where a matter is to be voted on by a class or by a series voting
as a class, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a
quorum shall be represented, any business may be transacted that might have been
transacted at the meeting as originally notified.

(e) The stockholders represented at a duly organized meeting may continue
to transact business at such meeting,

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<PAGE>

notwithstanding the withdrawal from the meeting of a number of stockholders
leaving less than a quorum at such meeting.

Section 2.8. PROXIES.

(a) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after 3 years from its date, unless the proxy
provides for a longer period.

(b) Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as proxy pursuant to subsection (a) of
this Section, the following shall constitute a valid means by which a
stockholder may grant such authority:

(1) A stockholder may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent signing
such writing or causing his signature to be affixed to such writing by any
reasonable means including, but not limited to, facsimile signature.

(2) A stockholder may execute a writing authorizing another person or
persons to act for him as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic
transmission to the person or persons who will be the holder of the proxy
or to a proxy solicitation firm, proxy support service organization or like
agent duly authorized by the person or persons who will be the holder of
the proxy to receive such transmission, provided that any such telegram,
cablegram or other means of electronic transmission must either set forth
or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such a telegram, cablegram or other
electronic transmission is valid, the inspectors of election or, if there
are no inspectors of election, such other persons making such determination
shall specify the information upon which they relied.

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<PAGE>

reproduction of the writing or transmission created pursuant to subsection (b)
of this Section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

(d) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.

Section 2.9. INSPECTORS OF ELECTION.

(a) The corporation shall, in advance of any meeting of stockholders,
appoint one or more inspectors of election to act at the meeting and make a
written report thereof. The corporation may designate one or more persons as
alternate inspectors of election to replace any inspector of election who fails
to act. If no inspector of election or alternate inspector of election is able
to act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors of election to act at the meeting. Each
inspector of election, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector of election
with strict impartiality and according to the best of his ability. The decision
of a majority of the inspectors of election as to the results of any vote of
stockholders shall be binding upon the corporation and its stockholders. Any
competent person over the age of 21 may be appointed as an inspector of
election.

(b) Inspectors of election shall have the following responsibilities:

(i) to ascertain the number of shares outstanding and the voting
power of each;

(ii) to determine the shares represented at a meeting and the validity
of proxies and ballots;

(iii) to count all votes and ballots;

(iv) to determine and retain for a reasonable period a

- 6 -

<PAGE>

record of the disposition of any challenges made to any determination by
the inspectors;

(v) to certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots;

(vi) to determine whether the meeting itself is legally constituted
for the purpose of the actions to be taken by the stockholders; and

(vii) to do all other acts and make all other determinations necessary
or appropriate in connection with conducting the vote of stockholders and
deciding the results thereof.

(c) In carrying out their responsibilities, inspectors of election shall
not have any obligation to do any of the following:

(i) to determine the names or addresses of the stockholders entitled
to vote (inspectors of election may rely on a list of stockholders as of
the record date for the meeting certified by either the transfer agent or
the Secretary of the corporation), or

(ii) to determine the date of mailing of the notice of meeting or the
persons to whom the notice of meeting was sent (inspectors of election may
rely on a certificate of either the transfer agent or the Secretary of the
corporation for such information).

(d) In carrying out their responsibilities, inspectors of election shall
have the authority, but not the obligation, to appoint or retain agents,
including, but not limited to, accountants, attorneys and custodians, to assist
the inspectors of election in the performance of their duties as the inspectors
of election. Any such agent so appointed by any inspector of election shall be
responsible only to the inspectors of election.

(e) Inspectors of election shall be entitled to possession of all proxies
and all ballots cast by stockholders or their proxies until they have determined
the results of the vote of stockholders, at which time they shall deliver such
proxies and ballots to the secretary of the meeting.

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<PAGE>

(f) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors of election after the
closing of the polls unless the Court of Chancery of the State of Delaware upon
application by a stockholder shall determine otherwise.

(g) In determining the validity and counting of proxies and ballots, the
inspectors of election shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 212(c)(2) of the General Corporation Law of the State of Delaware,
ballots and the regular books and records of the corporation, except that the
inspectors of election may consider other reliable information for the limited
purpose of reconciling proxies and ballots submitted by or on behalf of banks,
brokers, their nominees or similar persons which represent more votes than the
holder of a proxy is authorized by the record owner to cast or more votes than
the stockholder holds of record. If the inspectors of election consider other
reliable information for the limited purpose permitted in this subsection (g),
the inspectors of election shall, at the time they make their certification
pursuant to subsection (b)(v) of this Section, specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for their belief that such information is
accurate and reliable.

(h) Inspectors of election shall be entitled to reimbursement from the
corporation for all expenses reasonably incurred by them in connection with the
discharge of their responsibilities, including the fees and expenses of any
agents appointed by them. In addition, the corporation shall pay inspectors of
election a fee commensurate with the services rendered and the responsibilities
undertaken by them.

Section 2.10. STOCKHOLDER ACTION.

Any action required or permitted to be taken by any stockholders of the
corporation must be effected at a duly called annual or special meeting of such
stockholders and may not be effected by any consent in writing by such
stockholders. Except as otherwise required by law and subject to any special
rights of holders of preferred stock with respect to calling meetings of

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<PAGE>

preferred stockholders, special meetings of stockholders of the corporation may
be called only by the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors. *

Section 2.11. BUSINESS CONDUCTED AT ANNUAL AND
SPECIAL MEETINGS

(a) At any annual meeting of stockholders of the corporation, only such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any stockholder of the
corporation who complies with this section 2.11 (a). For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary. Except as
otherwise provided in Regulation 14A under the Securities Exchange Act of 1934,
as amended, to be timely, a stockholder's notice must be given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary
not later than sixty, and not earlier than ninety, days in advance of such
meeting; PROVIDED, HOWEVER, that in the event that less than seventy-five days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received by the
Secretary not later than the close of business on the tenth day (if not a
business day, then the first business day thereafter) following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. In no event shall an adjournment of an annual meeting or
the public announcement thereof commence a new time period for the giving of a
stockholder's notice as described herein. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (c) The number
of shares of common stock of the corporation which are beneficially owned by the
stockholder and (d) any material interest of the stockholder in such business.
Notwithstanding anything in these by-laws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this

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section 2.11(a). The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.11(a),
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

(b) Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice of meeting furnished pursuant to
Section 2.4 hereof.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. GENERAL POWERS.

The business and affairs of the corporation shall be managed by or under
the direction of the Board of Directors, except as may be otherwise required by
law, by the Certificate of Incorporation or by these by-laws.

Section 3.2. NUMBER, ELECTION, TENURE AND QUALIFICATIONS; STOCKHOLDER
NOMINATIONS; VACANCIES; REMOVAL; RESIGNATION.

(a) NUMBER, ELECTION, TENURE AND QUALIFICATIONS. Subject to any special
rights of the holders of preferred stock to elect additional directors, the
number of directors of the corporation shall be fixed from time to time by a
majority of the entire Board of Directors. The directors (other than directors
elected by the holders of preferred stock voting as a class or series) shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as determined by the Board
of Directors, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1986, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1987, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1988, with each director in
each class to hold office until his successor is elected and qualified. At each
annual meeting of stockholders, the successors of the class of directors whose
term expires at the meeting shall be elected to hold office for a term expiring
at the annual meeting of stockholders held in the third year following the year
of their election. Directors need not be residents of the State of

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Delaware or stockholders of the corporation. *

(b) STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES. Advance notice of
stockholder nominations for directors shall be given in the manner provided in
Section 3.3 of these by-laws. *

(c) NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to any special
rights of the holders of preferred stock with respect to filling vacancies in
directorships elected by preferred stockholders voting as a class, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other reason shall be filled by the affirmative
vote of a majority of the remaining directors then in office, or the sole
remaining director, even though less than a quorum of the Board of Directors.
Any director elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until his successor is
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. *

(d) REMOVAL. Subject to any special rights of the holders of preferred
stock with respect to the removal of directors elected by preferred stockholders
voting as a class, any director may be removed from office, at any time, with or
without cause, but only by the affirmative vote of the holders of at least 80%
of the combined voting power of the then outstanding shares of stock of the
corporation entitled to vote generally in the election of directors, voting
together as a single class. *

(e) RESIGNATION. Any director may resign at any time upon written notice
to the corporation directed to the Board of Directors and the Secretary. Such
resignation shall take effect at the time specified therein, and, unless
otherwise specified therein, no acceptance of such resignation shall be
necessary to make it effective. *

Section 3.3. NOTIFICATION OF NOMINATIONS.

Subject to any special rights of the holders of preferred stock with
respect to the nomination of directors to be elected by preferred stockholders
voting as a class, nominations for the election of directors may be made by the
Board of Directors, or

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by a nominating committee appointed by the Board of Directors, or by any
stockholder entitled to vote generally in the election of directors. However, a
stockholder may nominate persons for directors at a meeting of stockholders only
if written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary not later than (i) with respect to an
election to be held at an annual meeting of stockholders, 90 days in advance of
such meeting, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to stockholders. Each such notice must set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated for director; (b) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the corporation if so elected. The chairman
of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure. *

Section 3.4. ANNUAL AND REGULAR MEETINGS.

An annual meeting of the Board of Directors shall be held, without any
notice other than this by-law, immediately after each annual meeting of
stockholders at the same place as such annual meeting of stockholders. The
Board of Directors may, by resolution, fix the time and place for the holding of
regular meetings without notice other than the resolution fixing the time and
place for the meeting.

Section 3.5. SPECIAL MEETINGS.

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Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board or any two directors. The person or
persons calling a special meeting of the Board of Directors may fix the date and
place of such meeting and may fix any time within regular business hours as the
time for such meeting.

Section 3.6. NOTICE OF SPECIAL MEETINGS.

Notice of any special meeting of directors shall be given to each director
by mail at his business or residence address at least 5 days prior to the
meeting, or by courier, telegram or telex at his business address at least one
business day prior to the meeting, or by telephone at least 12 hours prior to
the meeting. If given by mail, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, addressed to the director
at his business or residence address. If given by telegram, such notice shall
be deemed to be given when the telegram is delivered to the telegraph company.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice of such
meeting.

Section 3.7. QUORUM; VOTE REQUIRED FOR ACTION.

Unless otherwise provided by law or in the Certificate of Incorporation,
the presence of a majority of the directors shall constitute a quorum for the
transaction of business. Except as otherwise provided by law, in the
Certificate of Incorporation or in these by-laws, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. In the event a quorum shall not be present at any
meeting of the Board of Directors, the directors who are present may by majority
vote adjourn the meeting from time to time until a quorum is present.

Section 3.8. COMMITTEES.

(a) The Board of Directors shall appoint the committees provided for in
Sections 3.9, 3.10, and 3.11 of these by-laws and may, by resolution passed by a
majority of the whole of the Board of Directors, establish and appoint other
standing or temporary committees and invest such committees with such duties and
powers as the Board of Directors may from time to time determine,

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subject to such conditions and restrictions as may be imposed by law, in the
Certificate of Incorporation, or in these by-laws.

(b) The Board of Directors may designate one or more alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the event that an alternate member designated by the Board
of Directors is not available to replace an absent or disqualified member, the
member or members of a committee who are present at any meeting of such
committee and not disqualified from voting, whether or not representing a
quorum, may unanimously appoint another member of the Board of Directors to act
as a member of such committee at such meeting in the place of such absent or
disqualified member.

(c) Each committee shall keep minutes of its meetings and records of its
actions, shall cause the minutes of its meetings and records of its actions to
be filed in the minutes books of the corporation and shall distribute copies of
the minutes of its meetings and records of its actions to the Board of
Directors.

(d) Unless specified otherwise at the time of his appointment, the term of
each member of each committee shall be from the date of his appointment until
the next succeeding annual meeting of the Board of Directors or until his
successor shall have been duly appointed, provided, however, that the Board of
Directors may at any time in its sole discretion and for any reason remove any
member of a committee.

(e) Unless otherwise provided by law, in the Certificate of Incorporation,
in these-bylaws, or in the resolution establishing or appointing the committee,
the presence of a majority of the members of a committee shall constitute a
quorum for the transaction of business. Except as otherwise provided by law, in
the Certificate of Incorporation, in these by-laws, or in the resolution
establishing or appointing the committee, the vote of a majority of the members
of a committee present at a meeting at which a quorum is present shall be the
act of the committee. In the event a quorum shall not be present at any meeting
of a committee, the members of the committee who are present may by majority
vote adjourn the meeting from time to time until a quorum is present.

Section 3.9. EXECUTIVE COMMITTEE.

(a) At each annual meeting of the Board of Directors, the

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Board of Directors shall, by a resolution adopted by a majority vote of the
entire Board of Directors, designate and appoint from its members an Executive
Committee consisting of three or more directors.

(b) The Executive Committee shall have and may exercise, to the fullest
extent permitted by law, all of the powers and authority of the Board of
Directors in the management and direction of the business and affairs of the
corporation and may authorize the corporate seal to be affixed to any document
or instrument; provided, however, that, except as otherwise expressly authorized
from time to time by the Board of Directors and as permitted by the Delaware
General Corporation Law, the Executive Committee shall not have any power or
authority to:

(1) make, adopt, amend, alter or repeal any by-law;

(2) elect or appoint any director or elect, appoint or remove
any officer;

(3) recommend or submit to the stockholders any action that
requires approval of stockholders, including an amendment of the
Certificate of Incorporation, the sale, lease, or exchange of all or
substantially all of the corporation's property and assets, or the
dissolution or the revocation of a dissolution of the corporation;

(4) adopt an agreement of merger or consolidation under Section
251 or Section 252 of the Delaware General Corporation Law with;
approve any merger or consolidation with; or approve any acquisition
of the stock or the business and assets of; any party other than a
subsidiary of the corporation, except that, in the case of an
acquisition previously approved by the Board of Directors, the
Executive Committee shall have the power and authority to modify the
amount of consideration for such acquisition by an amount not in
excess of 25% of the previously approved consideration or $500,000,
whichever is less;

(5) declare a dividend or authorize the issuance of any stock;

(6) create any new committee or dissolve, alter the
responsibilities of, or fill any vacancy on any

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existing committee appointed by the Board of Directors;

(7) make any substantive changes in or awards under the
corporation's employee benefit and compensation benefit plans;

(8) incur or guarantee any long-term debt (over 12 months) or
incur any short-term debt in excess of $500,000 at any time
outstanding; or

(9) make any capital commitment or expenditure in excess of
$500,000 that could not otherwise be made without the prior approval
of the Board of Directors.

(c) Notwithstanding the provisions of Section 3.9(b)(2) of these by-laws,
in the event of the death, inability or refusal to act of the Chairman of the
Board and the President, the Executive Committee may determine who shall perform
the duties of the chief executive officer pending the election of successors to
the offices of Chairman of the Board and President.

Section 3.10. AUDIT COMMITTEE.

(a) At each annual meeting of the Board of Directors, the Board of
Directors shall, by a resolution adopted by a majority vote of the entire Board
of Directors, designate and appoint from its members an Audit Committee
consisting of three or more directors, none of whom is an officer or employee of
the corporation.

(b) The Audit Committee shall have the powers and responsibilities set
forth in the Audit Committee charter adopted by the Board of Directors on
January 12, 1989, as the same may be amended, modified and supplemented from
time to time by the Board of Directors.

Section 3.11. COMPENSATION COMMITTEE.

(a) At each annual meeting of the Board of Directors, the Board of
Directors shall, by a resolution adopted by a majority vote of the entire Board
of Directors, designate and appoint from its members a Compensation Committee
consisting of three or more directors,each of whom shall be a "disinterested"
person within the meaning of Reg. Section 240. 16b-3 issued under the Securities

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Exchange Act of 1934 (hereinafter "1934 Act"), as from time to time modified or
amended, (hereinafter "Rule 16b-3"), and none of whom is subject to the
disclosure requirements set forth in Reg. Section 229.402 (j) of the 1934 Act
(hereinafter "Disinterested Director").

(b) The Compensation Committee shall have the following powers and
responsibilities:

(1) To review and recommend to the Board of Directors
compensation levels, bonus amounts and stock option grants of officers
and key managers;

(2) To request and review reports from the corporation's
management on the scope, competence, performance, and motivation of
management employees;

(3) To develop, review and recommend to the Board of Directors
incentive, bonus, stock option and similar incentive plans or programs
and retirement and welfare plans or programs for officers and key
managers;

(4) To review and recommend to the Board of Directors
compensation levels of persons hired from "outside" the corporation to
the positions of Corporate Officer, Divisional Officer or General
Manager and all persons hired who are covered by an employment
contract;

(5) To interpret incentive, bonus, stock option and similar
incentive plans; and

(6) To develop, review and recommend to the Board of Directors
changes of major benefit and perquisite programs.

(c) Action taken by the Compensation Committee or at meetings duly called
shall require the affirmative vote of at least a majority of its members.

(d) Action taken by the Board of Directors with regard to officer and key
manager compensation levels and Plans or programs, which are not subject to
subparagraph (e) below, shall be voted upon only by the Disinterested Directors
and shall require the affirmative vote of at least a majority of those Directors
eligible to vote.

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(e) Any action taken with regard to officer and key manager compensation
levels and Plans or programs, which involve the grant or award of an equity
security, including any derivative security,for which an exemption is claimed
under Rule 16b-3, shall be made by the Board of Directors, if each member
thereof is a Disinterested Director. In the event that the Board of Directors
is not comprised solely of Disinterested Directors, then the Compensation
Committee shall have full power to act with respect to such grant or award.

ARTICLE IV

OFFICERS

Section 4.1. NUMBER.

The officers of the corporation shall include a Chairman of the Board, a
President, one or more Vice-Presidents (one or more of whom may be designated as
an Executive Vice President or a Senior Vice President), a Secretary, a
Treasurer, one or more Assistant Secretaries, and one or more Assistant
Treasurers. Any two or more offices may be held by the same person, except the
offices of President and Secretary. Except for the Chairman of the Board, no
officer needs to be a director of the corporation.

Section 4.2. ELECTION AND TERM OF OFFICE.

The officers of the corporation shall be elected annually by the Board of
Directors at each annual meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his earlier death, resignation or removal.

Section 4.3. RESIGNATION.

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Any officer may resign at any time upon written notice to the Board of
Directors and the Secretary. Such resignation shall take effect at the time
specified therein, and, unless otherwise specified therein, no acceptance of
such resignation shall be necessary to make it effective.

Section 4.4. REMOVAL.

Any officer may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby.

Section 4.5. VACANCIES.

A vacancy in any office caused by death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors whenever
in its judgment the best interests of the corporation would be served thereby.

Section 4.6. CHAIRMAN OF THE BOARD.

The Chairman of the Board shall be elected from the members of the Board of
Directors. The Chairman of the Board shall preside at all meetings of the Board
of Directors and at all meetings of stockholders. The Chairman of the Board may
sign or countersign certificates, contracts, agreements and other documents and
instruments in the name and on behalf of the corporation, unless and except to
the extent that any document or instrument is required by law or by the Board of
Directors to be signed or countersigned by another officer of the corporation.
The Chairman of the Board shall make such reports to the Board of Directors and
the stockholders as the Board of Directors may from time to time request and
shall perform all such other duties as are incident to his office or are
properly requested by the Board of Directors.

Section 4.7. PRESIDENT.

The President shall be the chief executive officer of the corporation and
shall be responsible for the general supervision and control of the business and
affairs of the corporation, subject to the direction of the Board of Directors.
The President may sign or countersign certificates, contracts,

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agreements and other documents and instruments in the name and on behalf of the
corporation, unless and except to the extent that any document or instrument is
required by law or by the Board of Directors to be signed or countersigned by
another officer of the corporation. The President shall make such reports to
the Chairman of the Board, the Board of Directors and the stockholders as the
Chairman of the Board or the Board of Directors may from time to time request
and shall perform all such other duties as are incident to his office or are
properly requested by the Chairman of the Board or the Board of Directors.
During the absence or disability of the Chairman of the Board, the President
shall have and may exercise all of the powers and shall discharge all of the
duties of the Chairman of the Board.

Section 4.8. EXECUTIVE VICE-PRESIDENT.

Should one Vice-President be designated by the Board of Directors as
Executive Vice-President (or in the event there be more than one Executive Vice-
President, the Executive Vice-Presidents in the order of their election), he
shall, in the absence or disability of the Chairman of the Board and the
President and subject to the control of the Board of Directors and the
provisions of Section 3.9(c) hereof, perform the duties and exercise the powers
of the President, and shall perform such other duties as shall, from time to
time, be assigned to him by the Board of Directors.

Section 4.9. VICE-PRESIDENTS.

Each Vice-President shall make such reports to the chief executive
officer, the Board of Directors and the stockholders as the chief executive
officer or the Board of Directors may from time to time request and shall
perform all such other duties as are incident to his office or are properly
requested by the chief executive officer or the Board of Directors.

Section 4.10. SECRETARY.

The Secretary shall be custodian of the corporate records and of the
corporate seal and shall be responsible for: (a) keeping minutes of all
meetings of the Board of Directors and its committees and minutes of all
meetings of stockholders in one or more books provided for that purpose; (b)
ensuring that all notices are duly given to directors and stockholders in
accordance with the provisions of these by-laws and as required

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by law; (c) ensuring that the corporate seal is properly affixed to all
documents and instruments to which the corporate seal is required to be affixed;
(d) ensuring that the corporation's transfer agent keeps a register of all
stockholders and a record of all stock transfers; and (e) performing all such
other duties as are incident to his office or are properly requested by the
chief executive officer or the Board of Directors.

Section 4.11. TREASURER.

The Treasurer shall be responsible for: (a) making appropriate
arrangements for the safe keeping of all funds and securities of the
corporation, (b) ensuring that proper records are maintained of all cash
receipts and disbursements by the corporation, and (c) performing all such other
duties as are incident to his office or are properly requested by the chief
executive officer or the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

Section 4.12. ASSISTANT SECRETARIES.

During the absence or disability of the Secretary, the Assistant Secretary
(or, if there is more than one Assistant Secretary, the Assistant Secretary
designated by the chief executive officer to assume the powers and duties of the
Secretary) shall have and may exercise all of the powers and shall discharge all
of the duties of the Secretary. Each Assistant Secretary shall also perform all
such other duties as are incident to his office or are properly requested by the
chief executive officer, the Secretary or the Board of Directors.

Section 4.13. ASSISTANT TREASURERS.

During the absence or disability of the Treasurer, the Assistant Treasurer
(or, if there is more than one Assistant Treasurer, the Assistant Treasurer
designated by the chief executive officer to assume the powers and duties of the
Treasurer) shall have and may exercise all of the powers and shall discharge all
of the duties of the Treasurer. Each Assistant Treasurer shall also perform all
such other duties as are incident to his office or are properly requested by the
chief executive officer, the Treasurer or the Board of Directors.

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Section 4.14. DIVISIONAL OFFICERS.

The chief executive officer and the Board of Directors may appoint
divisional officers with such powers and duties as the chief executive officer
or the Board of Directors may from time to time assign to such divisional
officers.

Section 4.15. COMPENSATION OF OFFICERS.

The salaries, bonuses and other compensation of officers and divisional
officers shall be determined by the Board of Directors or, if and to the extent
these by-laws or the Board of Directors so authorizes or directs, by a committee
of the Board of Directors or, in the case of divisional officers, the chief
executive officer. No officer or divisional officer shall be prevented from
receiving any salary, bonus or other compensation that is determined by the
Board of Directors or, if the Board of Directors so authorizes or directs, by a
committee of the Board of Directors or, in the case of a divisional officer, the
chief executive officers, by reason of the fact that such officer or divisional
officer is also a director of the corporation.

Section 4.16. NO CONTRACTUAL RIGHTS.

No officer or divisional officer shall be deemed to have any rights or
claims against the corporation or be entitled to receive any compensation or
benefits by virtue of his election as an officer or appointment as a divisional
officer, except to the extent provided by law, in a contract authorized or
approved by the Board of Directors or, if the Board of Directors so authorizes
or directs, by a committee of the Board of Directors or, in the case of a
divisional officer, the chief executive officer, or in a plan, program or
arrangement authorized or approved by the Board of Directors or, if the Board of
Directors so authorizes or directs, by a committee of the Board of Directors.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

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Section 5.1. STOCK CERTIFICATES.

Certificates representing shares of stock of the corporation shall be in
such form as shall be determined by the Board of Directors. Each certificate
shall be signed by the Chairman of the Board, the President or a Vice-President
and by the Secretary or an Assistant Secretary and sealed with the corporate
seal. In the event that an officer who has signed a certificate should cease to
hold the office in which he signed such certificate, such certificate may
nevertheless be issued by the corporation with the same effect as if he had
continued to serve in such office. All certificates shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
shares of stock are issued, together with the certificate number, the number of
shares and the date of issuance, shall be entered in the stock transfer records
of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that, in case of a mutilated certificate or a certificate that
is alleged to have been lost, stolen or destroyed, a new certificate may be
issued therefor upon such indemnity to the corporation and other terms and
conditions as the chief executive officer, the chief financial officer or the
Board of Directors may prescribe. The Board of Directors may appoint an
independent transfer agent or registrar, or both, for any class or series of
stock of the corporation, and, in the event that the Board of Directors should
appoint an independent transfer agent or registrar, or both, for any class or
series of stock of the corporation, the Board of Directors may authorize the use
of facsimile signatures and a facsimile corporate seal on any certificates
representing shares of such class or series.

Section 5.2. TRANSFER OF SHARES.

The transfer of shares of stock of the corporation shall be made on the
stock transfer books of the corporation by the holder of record thereof (or by
his legal representative or attorney-in-fact, who shall furnish proper evidence
of authority to transfer), upon surrender for cancellation of the certificate
for such shares. The person in whose name shares stand in the stock transfer
records of the corporation may be deemed by the corporation to be the absolute
owner thereof for all purposes.

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ARTICLE VI

BANK ACCOUNTS

Section 6.1. DEPOSITS.

Funds of the corporation shall be deposited to the credit of the
corporation with such banks, trust companies and other depositories as either
(i) the chief executive officer together with either the chief financial officer
or the Treasurer, jointly, or (ii) the Board of Directors shall from time to
time determine.

Section 6.2. CHECKS AND DRAFTS.

Checks, drafts and other orders for the payment of money issued in the name
of the corporation shall be signed by such officers, employees and agents and in
such manner as shall from time to time be determined by either (i) the Board of
Directors, or (ii) the chief executive officer together with either the chief
financial officer or the Treasurer, jointly, provided that such action shall be
reported by the Secretary to the Board of Directors at the next succeeding
meeting of the Board of Directors, except that such report of the Secretary
shall not be required if an authorized signatory is a plant manager, plant
superintendent or plant accountant and the checks, drafts and other orders for
the payment of money are drawn on a local disbursement bank account that is
maintained on an imprest basis.

Section 6.3. BANKING RESOLUTIONS.

The Board of Directors shall be deemed to have approved and adopted, and
the Secretary and any Assistant Secretary shall be authorized to certify the
approval and adoption by the Board of Directors of, any standard form of
resolutions necessary to enable the corporation to open and maintain accounts
with such banks, trust companies and other depositories, and to have checks,
drafts and other orders for the payment of money signed by such officers,
employees and agents and in such manner as either (i) the chief executive
officer together with either

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the chief financial officer or the Treasurer, jointly, or (ii) the Board of
Directors shall from time to time determine, provided that a certified copy of
such resolutions shall be placed in the minute books in which proceedings of
meetings of the Board of Directors are recorded, and provided further that the
Board of Directors is notified of the opening of each such account, except if an
authorized signatory is a plant manager, plant superintendent or plant
accountant and the checks, drafts and other orders for the payment of money are
drawn on a local disbursement bank account that is maintained on an imprest
basis.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. AMENDMENT OF BY-LAWS.

Except as otherwise provided in the Certificate of Incorporation, these
by-laws may be amended or repealed at any annual meeting of stockholders (or at
any special meeting of stockholders duly called and noticed for that purpose) by
a majority vote of the shares of stock represented and entitled to vote at any
such meeting at which a quorum is present. Except as otherwise provided by law,
in the Certificate of Incorporation or in these by-laws, the Board of Directors
may by a vote of a majority of the entire Board of Directors alter, amend or
repeal these by-laws and adopt such other by-laws as in their judgment may be
advisable for the regulation of the conduct of the affairs of the corporation. *

Section 7.2. SEAL.

The corporate seal shall have inscribed thereon the words "Corporate Seal"
and around the margin thereof the words "Wallace Computer Services, Inc.
Delaware".

Section 7.3. FISCAL YEAR.

The fiscal year of the corporation shall begin on the first day of August
of each year and end on the thirty-first day of July of the following year.

- 25 -

<PAGE>

Section 7.4. AUDITS.

The accounts, books and records of the corporation shall be audited
promptly following the conclusion of each fiscal year by one or more
disinterested certified public accountants selected by the Board of Directors
and it shall be the duty of the Board of Directors to cause such audit to be
made promptly following the conclusion of each fiscal year.

Section 7.5. WAIVER OF NOTICE.

Whenever any notice is required to be given to any stockholder or any
director pursuant to the provisions of these by-laws, the Certificate of
Incorporation, or the General Corporation Law of the State of Delaware, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether signed before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any annual or special meeting of the stockholders or the
Board of Directors need be specified in any waiver of notice of such meeting.

Section 7.6. ISSUANCE OF STOCK, ETC.

The issuance of any stock or other voting securities of the corporation,
the creation of any class or series of stock of the corporation, and the fixing
and determination of the number of shares, dividends, redemption rights,
conversion rights, voting rights, liquidation preferences, and other preferences
and relative, participating, optional and other special rights of any class or
series of stock of the corporation, and the qualifications, limitations and
restrictions thereof, shall require the approval and authorization of a majority
of the entire Board of Directors.

____________________________________

* Pursuant to Section 1 of Article TENTH of the Certificate of
Incorporation, Sections 2.2, 2.10, 3.2, 3.3 and 7.1 of the
bylaws may not be altered, amended or repealed, and no provision inconsistent
with any such by-law may be adopted, without the affirmative vote of the holders
of at least 80% of the combined voting power of the then outstanding shares of
stock of the

- 26 -

<PAGE>

corporation entitled to vote generally in the election of directors, voting
together as a single class.

- 27 -

<PAGE>

EXHIBIT 7

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

------------------------------------------
MOORE CORPORATION LIMITED and FRDK,
INC.,

Plaintiffs, C.A. No.

-against- COMPLAINT

WALLACE COMPUTER SERVICES, INC., ROBERT
J. CRONIN, THEODORE DIMITRIOU, FRED F.
CANNING, WILLIAM N. LANE, III, NEELE E.
STEARNS, JR., R. DARRELL EWERS, RICHARD
F. DOYLE and WILLIAM E. OLSEN,

Defendants.
------------------------------------------

Plaintiffs, Moore Corporation Limited ("Moore") and FRDK, Inc.
("FRDK"), by their attorneys, as and for their complaint herein, allege upon
knowledge with respect to themselves and their own acts, and upon information
and belief as to all other matters, as follows:

NATURE OF THE ACTION

1. Plaintiffs bring this action for injunctive and/or
declaratory relief:

(a) to prevent the application of defendant
Wallace Computer Services, Inc.'s ("Wallace") anti-takeover devices and
other defensive measures to FRDK's tender offer, proposed merger and
proxy solicitation, in violation of fiduciary duties owed to Wallace's
stockholders; and

(b) to prevent Wallace from otherwise impeding
FRDK's tender offer, proposed merger and proxy

<PAGE>

solicitation, which comply with all applicable laws and other
obligations.

2. On July 30, 1995, FRDK announced its intention to
commence an all-cash tender offer for all outstanding shares of common stock of
Wallace, at a price of $56 per share (the "Offer"). The Offer is conditioned on
a number of matters, including the removal or inapplicability of certain of
Wallace's anti-takeover devices. Moore intends, as soon as practicable following
consummation of the Offer, to have Wallace merge with FRDK, or another Moore
subsidiary (the "Proposed Merger"). At the same time as it announced the Offer,
FRDK announced its intention to commence a proxy solicitation to nominate three
individuals to serve as directors of Wallace and to take certain other actions
to facilitate consummation of the Offer and Proposed Merger (the "Proxy
Solicitation").

3. The Offer is non-coercive and fair to Wallace's
stockholders. The Offer represents a substantial premium over the market price
for Wallace shares prior to announcement of the Offer. The Offer, Proposed
Merger and Proxy Solicitation do not pose any threat to the interests of
Wallace's stockholders or to Wallace's corporate policy and effectiveness and
should be approved.

4. Wallace has available to it a variety of defensive
measures, including a so-called "Poison Pill" (as referred to in paragraphs
28-30 below), the Delaware Business

<PAGE>

Combination Statute, 8 Del. C. Sec. 203 ("Section 203"), and prohibitions
against certain business combinations set forth in Article Ninth of Wallace's
Restated Certificate of Incorporation ("Article Ninth"), which are designed to
limit the ability of Wallace's stockholders' to consider, accept or approve any
tender offer unless Wallace's Board of Directors agrees.

5. Wallace's Board of Directors has expressed its
opposition to being acquired by Moore and has demonstrated an intent to use
defensive measures to block the Offer and Proposed Merger. Since Moore initially
approached Wallace concerning a potential business combination, Wallace's Board
of Directors has taken specific steps to create additional obstacles to any
merger. The Board of Directors may also take steps to block the Proxy
Solicitation.

6. Given the nature of the Offer and its substantial
value to Wallace's stockholders, the Wallace Board of Directors should not be
allowed to deprive the stockholders of the opportunity to decide upon the merits
of the Offer for themselves. Use of anti-takeover devices or other defensive
measures by Wallace's Board of Directors to obstruct the Offer, Proposed Merger
or Proxy Solicitation represents an unreasonable response, in violation of the
Board of Directors' fiduciary duties owed to Wallace's stockholders, and will
cause plaintiffs and Wallace's stockholders irreparable injury.

<PAGE>

THE PARTIES

7. Plaintiff Moore is an Ontario corporation with its
principal place of business in Toronto, Ontario. Moore is in the business of
delivering information handling products and services that are both paper-based
and electronic-based in order to create efficiency and competitiveness for its
customers. Its revenues from consolidated operations in 1994 exceeded $2.4
billion. Moore owns common stock of Wallace.

8. Plaintiff FRDK is a New York corporation with its
principal place of business in Toronto, Ontario. It is a wholly-owned subsidiary
of Moore and was incorporated for the purpose of making the Offer and Proxy
Solicitation and acquiring all the stock of Wallace. FRDK owns common stock of
Wallace.

9. Defendant Wallace is a Delaware corporation with its
principal place of business in Illinois. According to its most recent Form 8-K,
Wallace is engaged predominantly in the computer services and supply industry.
Wallace provides its customers with a full line of products and services
including business forms, commercial and promotional graphics printing, computer
labels, machine ribbons, computer hardware and software, computer accessories,
office products and electronic forms.

10. Defendant Robert J. Cronin ("Cronin") is a citizen
of Illinois. Since 1992, he has been President and

<PAGE>

Chief Executive Officer of Wallace. Since November 1992, Cronin has been a
member of the Board of Directors of Wallace.

11. Defendant Theodore Dimitriou is a citizen of
Illinois. Since November 1972, he has been a member of the Board ofDirectors of
Wallace.

12. Defendant Fred F. Canning is a citizen of Illinois.
Since January 1984, he has been a member of the Board of Directors of Wallace.

13. Defendant William N. Lane, III is a citizen of
Illinois. Since January 1990, he has been a member of the Board of Directors of
Wallace.

14. Defendant Neele E. Stearns, Jr. is a citizen of
Illinois. Since January 1990, he has been a member of the Board of Directors of
Wallace.

15. Defendant R. Darrell Ewers is a citizen of Illinois.
Since January 1993, he has been a member of the Board of Directors of Wallace.

16. Defendant Richard F. Doyle is a citizen of Illinois.
Since October 1971, he has been a member of the Board of Directors of Wallace.

17. Defendant William E. Olsen is a citizen of Illinois.
Since June 1979, he has been a member of the Board of Directors of Wallace.

JURISDICTION AND VENUE

18. This Court has jurisdiction of the subject matter of
this action pursuant to 28 U.S.C. ss. 1332 in that it is a

<PAGE>

dispute among citizens of different states and a foreign state and the matter in
controversy exceeds the sum of $50,000, exclusive of interest and costs.

19. Venue is proper in this district pursuant to 28
U.S.C.ss.1391(a) and (c).

THE OFFER, PROPOSED MERGER AND PROXY SOLICITATION

20. On July 30, 1995, FRDK announced its intention to
commence a tender offer for all outstanding shares of Wallace common stock
(together with the associated preferred stock purchase rights that were issued
in connection with Wallace's Poison Pill) at the price of $56 per share (and
associated right) net to the seller in cash, making the value of the proposed
transaction approximately $1.3 billion. The Offer is conditioned upon, among
other things, (a) the valid tender of a majority of all outstanding shares of
Wallace's common stock on a fully-diluted basis on the date of purchase; (b) the
redemption, invalidation or inapplicability of the preferred stock purchase
rights under Wallace's Poison Pill; (c) the approval of the acquisition of
shares pursuant to the Offer and the Proposed Merger under Section 203 or the
inapplicability of such Section to the Offer and Proposed Merger; (d) the
Proposed Merger having been approved pursuant to Article Ninth of Wallace's
Restated Certificate of Incorporation or the inapplicability of such Article to
the Offer and Proposed

<PAGE>

Merger; and (e) availability of sufficient financing to consummate the Offer and
the Proposed Merger.

21. Moore intends, as soon as practicable following
consummation of the Offer, to propose and seek to have Wallace consummate a
merger or similar business combination with FRDK or another direct or indirect
wholly-owned subsidiary of Moore. The purpose of the Proposed Merger is to
acquire all shares not tendered and purchased pursuant to the Offer or
otherwise. Pursuant to the Proposed Merger, each such share (other than those
held by stockholders who perfect appraisal rights relative to same) would be
converted into the right to receive an amount in cash equal to the price per
share paid pursuant to the Offer.

22. FRDK shortly will deliver a written notice to Wallace
(the "Notice") of its intention to nominate at Wallace's 1995 Annual Meeting of
Stockholders, which Wallace has tentatively scheduled for November 8, 1995
("1995 Annual Meeting"), three individuals to serve as directors of Wallace (the
"Nominees"). In the Notice, FRDK will further indicate its current intent to
introduce business at the 1995 Annual Meeting for the purpose of, among other
things, (i) removing all of the other present members of Wallace's Board of
Directors and (ii) amending Wallace's Amended and Restated Bylaws (the "Bylaws")
to fix the number of directors of Wallace at three. The Nominees intend to (a)
redeem the preferred stock purchase rights under Wallace's Poison Pill or make
it inapplicable to the Offer and Proposed Merger, approve the Offer and Proposed
Merger under

<PAGE>

Section 203, take any action that is desirable or necessary for the satisfaction
of any requirements of the Article Ninth provision and take such other actions
and seek or grant such other consents or approvals as may be desirable or
necessary to expedite prompt consummation of the Offer and Proposed Merger, or
(b) if any other transaction offering more value to Wallace's stockholders is
proposed, take actions to facilitate such a transaction, in each case subject to
fulfillment of the fiduciary duties they would have as directors of Wallace.

23. Pursuant to its intentions announced in the Notice,
FRDK will seek to cause to be delivered to all Wallace stockholders Proxy
Solicitation materials relative to the nominations and business to be presented
at the 1995 Annual Meeting.

24. FRDK's Offer is clearly in the best interests of
Wallace's stockholders. It is an all-cash offer, available to all Wallace
stockholders, for all outstanding shares. It is not "front-end loaded" or
otherwise coercive in nature. Moreover, it provides Wallace's stockholders with
the opportunity to realize a substantial premium over the market price of their
shares prior to announcement of the Offer. On the last New York Stock Exchange
trading day before announcement of FRDK's intention to commence the Offer, the
closing price of Wallace shares was $44 per share. The Offer price represents a
premium of $12 per share (or 27%) over the market price of the shares
immediately prior to announcement of FRDK's intention to

<PAGE>

commence the Offer, or $16.50 per share (or 42%) over the average of the market
price of the shares ($39.50 per share) for the thirty days immediately prior to
such announcement.

25. The Offer, Proposed Merger and Proxy Solicitation do
not pose any threat to the interests of Wallace's stockholders or to Wallace's
corporate policy and effectiveness.

26. The Offer, Proposed Merger and Proxy Solicitation
comply or will comply with all applicable laws and other obligations, including,
without limitation, the securities laws, the antitrust laws, and all other legal
obligations to which plaintiffs are subject. The offering documents will fairly
disclose all information material to the decision of Wallace's stockholders
whether to accept or reject the Offer, in compliance with plaintiffs'
obligations under the securities laws. Plaintiffs will also make any filings
required by the Hart-Scott-Rodino Act. The Offer, Proposed Merger and Proxy
Solicitation are lawful under the antitrust laws.

27. The Offer and Proposed Merger cannot be completed
successfully unless the Wallace Board of Directors agrees to remove or make
inapplicable Wallace's anti-takeover devices or allows the Proxy Solicitation to
proceed unhindered. The application of such anti-takeover devices to the Offer
and Proposed Merger or the attempt to interfere with such Proxy Solicitation by
Wallace's Board of Directors in the circumstances of the instant case would be
an unreasonable,

<PAGE>

disproportionate and draconian response, in breach of the Wallace Board of
Directors' fiduciary duties.

WALLACE'S DEFENSIVE MEASURES

A. The Poison Pill

28. On March 14, 1990, Wallace's Board of Directors
adopted a Preferred Stockholder Rights Plan (the "Poison Pill"), which
effectively allows the Board of Directors to block unilaterally any acquisition
offers, even those providing substantial benefit to Wallace's stockholders.

29. By virtue of the Poison Pill, Wallace's Board of
Directors declared a dividend of one preferred stock purchase right per share of
common stock (a "Right"), payable to each of Wallace's stockholders of record as
of March 28, 1990. Each Right entitles the registered holder thereof to purchase
from Wallace, following the Distribution Date (as defined in the Poison Pill),
one two-hundredth of a share of Wallace's Series A Preferred Stock at an
exercise price of $115. Furthermore, following the occurrence of certain other
events, including the acquisition of 20% or more of Wallace's common stock, each
holder of a Right will be able to exercise that Right and purchase common stock
of Wallace (or the surviving company in the event of merger) at half-price.
Because any current acquiror of 20% or more of Wallace's common stock would not
be entitled to exercise Rights in its possession, the dilutive effect of the
Poison Pill, if implemented, on the value of such

<PAGE>

acquiror's common stock is overwhelming. Because of this prohibitive economic
consequence, the Poison Pill effectively precludes the Proposed Merger.

30. Wallace's Board of Directors can redeem the Rights at
a redemption price of $.01 per Right, or alternatively, can amend the Poison
Pill to make the Rights inapplicable to the Offer and the Proposed Merger. Given
the nature and value of the Offer, a proper exercise of the Wallace Board of
Directors' fiduciary duties would require it to redeem the Rights, or amend the
Poison Pill to make the Rights inapplicable to the Offer and Proposed Merger, to
enable stockholders to decide upon the merits of the Offer for themselves.

B. Delaware Business Combination Statute, Section 203

31. Section 203, entitled "Business Combinations With
Interested Stockholders," applies to any Delaware corporation that has not opted
out of the statute's coverage. Wallace has not opted out of the statute's
coverage.

32. Section 203 was designed to impede coercive and
inadequate tender offers. Section 203 provides that if a person acquires 15% or
more of a corporation's voting stock (thereby becoming an "interested
stockholder"), such interested stockholder may not engage in a "business
combination" with the corporation (defined to include a merger or consolidation)
for three years after the interested stockholder becomes such,

<PAGE>

unless: (i) prior to the 15% acquisition, the corporation's board of directors
has approved either the acquisition or the business combination, (ii) the
interested stockholder acquires 85% of the corporation's voting stock in the
same transaction in which it crosses the 15% threshold, or (iii) on or
subsequent to the date of the 15% acquisition, the business combination is
approved by the corporation's board of directors and authorized at an annual or
special meeting of the corporation's stockholders, and not by written consent,
by the affirmative vote of at least 66-2/3% of the outstanding voting stock
which is not owned by the interested stockholder.

33. Because a proper exercise of the Wallace Board of
Directors' fiduciary duties would require it to approve the Offer, Section 203
should not be applicable. Wallace's Board of Directors should not use Section
203 to obstruct the Offer, which is non-coercive, offers Wallace's stockholders
a substantial premium for their shares, and poses no threat to the interests of
Wallace's stockholders or to Wallace's corporate policy and effectiveness.

C. Article Ninth Of Wallace's
Restated Certificate Of Incorporation

34. Article Ninth of Wallace's Restated Certificate of
Incorporation, entitled "Certain Business Combinations" is designed to impede
coercive and inadequate tender offers.

<PAGE>

35. Article Ninth purports to prohibit certain business
combinations (each, an "Article Ninth Transaction") between Wallace and any
"Interested Shareholder" (defined generally as any person that directly or
indirectly is (i) entitled to exercise or direct the exercise or is the owner of
20% or more of the outstanding voting power of Wallace, or (ii) is an affiliate
of such person and at any time immediately prior to the date in question was
entitled to exercise or direct the exercise of 20% or more of the outstanding
voting power of Wallace, or (iii) an assignee of any Shares during the two year
period immediately prior to the date in question beneficially owned by an
Interested Shareholder) unless the affirmative vote of at least 80% of the
combined voting power of the then outstanding shares of stock of Wallace
entitled to vote generally in the election of directors is obtained.

36. An Article Ninth Transaction may avoid the 80%
stockholder approval requirement if either (a) the Article Ninth Transaction is
approved by a majority of the Disinterested Directors (as defined in Wallace's
Restated Certificate of Incorporation), or (b) certain "fair price" provisions
are complied with. The Article Ninth restrictions do not apply to an Article
Ninth Transaction if such transaction is approved by a resolution of the Board
of Directors of Wallace adopted prior to the date on which the Interested
Shareholder became an Interested Shareholder.

<PAGE>

37. Because a proper exercise of the Wallace Board of
Directors' fiduciary duties would require it to approve FRDK's Offer, Article
Ninth's prohibition on certain business combinations should not be applicable.
Article Ninth should not be used by the Wallace Board of Directors to obstruct
the Offer, which is non-coercive, offers Wallace's stockholders a substantial
premium for their shares, and poses no threat to the interests of Wallace's
stockholders or to Wallace's corporate policy and effectiveness.

WALLACE'S OPPOSITION

38. Wallace's Board of Directors has expressed its
opposition to an acquisition of Wallace by Moore. In February 1995, Moore
attempted to initiate discussions with Wallace regarding a possible business
combination between Moore and Wallace. In response, defendant Cronin, the
President and CEO of Wallace, advised Mr. Reto Braun, Chairman of Moore, that
Wallace's Board of Directors had considered Moore's proposal, was not interested
in any such combination and would not pursue the matter further. All efforts by
Moore to engage in further discussions with Wallace concerning a possible
business combination with Moore since that time have been rebuffed by Wallace.

39. In addition to its expressed opposition to a business
combination with Moore, Wallace's Board of Directors has taken specific steps
since Moore's initial approach in

<PAGE>

February 1995 to create additional obstacles to any merger. Under a Bylaw
provision purportedly adopted in June 1995, in probable response to Moore's
previous approaches, and publicly disclosed only two weeks ago, any business to
be raised by a stockholder at the annual meeting must now be presented sixty
(60) days before the meeting. Also in probable response to Moore's previous
approaches, the Board of Directors approved a "golden parachute" employment
contract with defendant Cronin, which among other things, provides that
defendant Cronin will receive millions of dollars from Wallace, including
reimbursement of tax penalties, in the event of a takeover and a change in his
job duties. Such contract is purportedly retroactive to January 1995.

40. In light of Wallace's expressed opposition to any
proposed business combination with Moore, and its actions since Moore's initial
approach in February 1995 to create additional obstacles to any such merger,
unless enjoined by this Court, Wallace's Board of Directors will use Wallace's
numerous defensive measures to block the Offer and Proposed Merger and may take
steps to block the Proxy Solicitation, all in violation of its fiduciary duties
to Frederick's stockholders.

IRREPARABLE INJURY

41. Plaintiffs do not have an adequate remedy at law.
Only through the exercise of the Court's equitable powers will plaintiffs and
Wallace's other stockholders be protected from

<PAGE>

immediate and irreparable injury. Unless the Court enjoins the application of
Wallace's anti-takeover devices to FRDK's Offer and enjoins Wallace from
impeding the Offer, Proposed Merger and Proxy Solicitation by any other
measures, Wallace's stockholders will be deprived of the opportunity to decide
for themselves whether or not to accept the Offer. Moreover, FRDK will be
precluded from consummating the Offer, which is conditioned on the removal or
inapplicability of Wallace's anti-takeover devices, will be denied any
meaningful access to or control over Wallace, and will be hindered in or
prevented from exercising its fundamental stockholder rights under Delaware law.
Should that occur, plaintiffs will have lost the unique opportunity to acquire
Wallace, and Wallace's other stockholders will have lost the opportunity to sell
their shares for a substantial premium.

AS AND FOR A FIRST CAUSE OF ACTION
(Injunctive Relief)

42. Plaintiffs repeat and reallege each and every
allegation contained in paragraphs 1 through 41 above, as if fully set forth
herein.

43. FRDK's Offer is non-coercive and non-discriminatory;
it is fair to Wallace's stockholders; and it represents a substantial premium
over the market price of Wallace shares prior to the announcement of FRDK's
intention to commence the Offer. The Offer, Proposed Merger and Proxy
Solicitation comply with all applicable laws and other obligations -- including,
without limitation, the securities

<PAGE>

laws, the antitrust laws, and all other legal obligations to which plaintiffs
are subject -- and pose no threat to the interests of Wallace's stockholders or
to Wallace's corporate policy or effectiveness. Use of Wallace's anti-takeover
devices or any other defensive measures to prevent Wallace's stockholders from
deciding for themselves whether or not to accept the Offer or Proxy Solicitation
is not proportionate, nor within the range of reasonable responses to the Offer,
Proposed Merger or Proxy Solicitation, and is a breach of the Board of
Directors' fiduciary duties to Wallace's stockholders.

44. Plaintiffs do not have an adequate remedy at law.

AS AND FOR A SECOND CAUSE OF ACTION
(Declaratory Judgment)

45. Plaintiffs repeat and reallege each and every
allegation contained in paragraphs 1 through 44 above, as if fully set forth
herein.

46. The Offer, Proposed Merger and Proxy Solicitation
comply or will comply with all applicable laws and other obligations, including,
without limitation, the securities laws, the antitrust laws, and all other legal
obligations to which plaintiffs are subject. Given the nature of the Offer and
its benefits, Wallace should assist plaintiffs in obtaining any necessary
regulatory approvals. In any event, Wallace should not be permitted to attempt
to delay consummation of the Offer, Proposed Merger or Proxy Solicitation. To
prevent any

<PAGE>

unnecessary impediment to consummation of the Offer, Proposed Merger and Proxy
Solicitation, plaintiffs seek a declaratory judgment that the Offer, Proposed
Merger and Proxy Solicitation comply with all applicable laws and other
obligations.

47. Plaintiffs do not have an adequate remedy at law.

WHEREFORE, plaintiffs respectfully request that this Court
enter an order:

(a) preliminarily and permanently enjoining
Wallace, its directors, officers, successors, agents, servants,
subsidiaries, employees and attorneys, and all persons acting in
concert or participating with them, from taking any steps to impede or
frustrate the ability of Wallace's stockholders to consider and make
their own determination as to whether to accept the terms of the Offer
or give or withhold consent to the terms of the Proxy Solicitation, or
taking any other action to thwart or interfere with the Offer, Proposed
Merger or Proxy Solicitation;

(b) compelling Wallace's Board of Directors to
redeem the Rights associated with the Poison Pill or to amend the
Poison Pill so as to make the Rights inapplicable to the Offer and the
Proposed Merger, and preliminarily and permanently enjoining Wallace,
its directors, officers, successors, agents, servants, subsidiaries,
employees and attorneys, and all persons acting in concert or
participating with them, from taking any action to

<PAGE>

implement, distribute or recognize any rights or powers with respect to
said Rights (other than to redeem the Rights), and from taking any
actions pursuant to the Poison Pill that would dilute or interfere with
FRDK's voting rights or in any other way discriminate against FRDK in
the exercise of its rights with respect to its Wallace stock;

(c) compelling Wallace's Board of Directors to
approve the Offer and the Proposed Merger for the purposes of Section
203, and preliminarily and permanently enjoining Wallace, its
directors, officers, successors, agents, servants, subsidiaries,
employees and attorneys, and all persons acting in concert or
participating with them, from taking any actions to enforce or apply
Section 203 that would interfere with the commencement, continuation or
consummation of FRDK's Offer;

(d) compelling Wallace's Board of Directors to
approve the Proposed Merger for the purposes of Article Ninth, and
preliminarily and permanently enjoining Wallace, its directors,
officers, successors, agents, servants, subsidiaries, employees and
attorneys, and all persons acting in concert or participating with
them, from taking any actions to enforce or apply Article Ninth in any
way that would interfere with the consummation of the Proposed Merger;

(e) declaring and adjudging that the Offer and
Proposed Merger comply with all applicable laws and other obligations,
including, without limitation, the securities

<PAGE>

laws, the antitrust laws, and all other legal obligations to which
plaintiffs are subject;

(f) awarding plaintiffs their costs and
disbursements in this action, including reasonable attorneys' fees; and

(g) granting such other and further relief as
the Court deems just and proper.

July 31, 1995

RICHARDS, LAYTON & FINGER

By
-------------------------
Jesse A. Finkelstein
(I.D. No. 1090)
A Member of the Firm
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for Plaintiffs

Of Counsel

CHADBOURNE & PARKE
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100

<PAGE>

Exhibit 8

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
________________________________________
)
MOORE CORPORATION LIMITED and FRDK, )
INC., )
)
Plaintiffs, ) C.A. No. 95-472
)
-against- )
)
WALLACE COMPUTER SERVICES, INC., ROBERT )
J. CRONIN, THEODORE DIMITRIOU, FRED F. )
CANNING, WILLIAM N. LANE, III, NEELE E. )
STEARNS, JR., R. DARRELL EWERS, RICHARD )
F. DOYLE and WILLIAM E. OLSEN, )
)
Defendants. )
)

MOTION TO DISMISS

Defendants Wallace Computer Services, Inc., Robert J. Cronin, Theodore
Dimitriou, Fred F. Canning, William N. Lane, III, Neele E. Stearns, Jr., R.
Darrell Ewers, Richard F. Doyle, and William E. Olsen (collectively the
"Defendants"), by their attorneys, Sidley & Austin and Potter Anderson &
Corroon, hereby move to dismiss the Complaint of Plaintiffs FRDK, Inc. ("FRDK")
and Moore Corporation Limited ("Moore"). In support of this motion, Defendants
state as follows:

1. This case should be dismissed for two reasons. First, the
action is not ripe. At the time this case was FILED -- the relevant time for a
"ripeness" analysis -- no case or controversy existed because FRDK had not even
filed its Schedule 14D-1, and Wallace had not even considered, let alone
rejected, FRDK's tender offer.

<PAGE>

2. Second, this litigation should be resolved in Wallace's New York
action, where the issues, including Wallace's antitrust claim, can be resolved
in one action. Plaintiffs' law-suit here is the result of a plain and
unabashed bad faith "race to the courthouse," a practice repeatedly condemned by
the federal courts, and one that warrants dismissal of this action.

3. Defendants file herewith an Opening Brief in Support of
Defendants' Motion to Dismiss.

POTTER ANDERSON & CORROON

By_______________________________
Michael D. Goldman (#268)
Stephen C. Norman (#2686)
Michael A. Pittenger (#3212)
P.O. Box 951
350 Delaware Trust Building
Wilmington, Delaware 19899
(302) 984-6000

Attorneys for Defendants

Of Counsel:

Walter C. Carlson
Richard B. Kapnick
Brandon D. Lawniczak
Linda T. Ieleja
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000

Dated: August 15, 1995

<PAGE>

Exhibit 8

ROBERT W. HIRTH (RWH 2526)
SIDLEY & AUSTIN
875 Third Avenue
New York, New York 10022
(212) 906-2000

WALTER C. CARLSON (WCC 6356)
WILLIAM H. BAUMGARTNER, JR. (WHB 3409)
RICHARD B. KAPNICK (RBK 1120)
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000

Attorneys for Plaintiff
Wallace Computer Services, Inc.

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

)
WALLACE COMPUTER SERVICES, INC., )
)
Plaintiff, )
)
v. )
)
MOORE CORPORATION LIMITED and )
FRDK, INC. )
)
Defendants. )

COMPLAINT

Plaintiff Wallace Computer Services, Inc. ("Wallace"), for its
Complaint against Moore Corporation Limited ("Moore") and FRDK, Inc. ("FRDK"),
alleges as follows:

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NATURE OF THE ACTION
1. Moore has launched a hostile $56 per share tender offer for
Wallace, its most successful and tenacious competitor in the business forms
industry. Wallace's Board of Directors has rejected this offer as inadequate
because of Wallace's record of exceptional financial performance, its reputation
as a provider of superior products and services and its position in the industry
as a technological leader and innovator, as well as other factors, including the
probability that the offer, if consummated, may violate the antitrust laws of
the United States. This action seeks to do two things.
2. First, this action seeks a declaration that the tender offer for
Wallace, if consummated, would violate Section 7 of the Clayton Act, and seeks
to preliminarily and permanently enjoin FRDK and Moore from acquiring any voting
securities of Wallace. Moore and Wallace are direct competitors in the market
for the sale of business forms to large, forms-intensive customers with multiple
locations. In that market, the effect of an acquisition of Wallace by Moore
would be to change a three-firm market into a two-firm market.
3. Second, this action seeks to enjoin Moore from making
manipulative and misleading disclosures to the press and investors. In its
false and misleading media campaign, Moore has deliberately misrepresented the
character and significance of prior contacts between the parties; failed to
disclose its pledge only to pursue a friendly business combination with Wallace;
has falsely stated that Wallace enhanced its takeover defenses in response to
earlier contacts with Moore; and has failed to disclose the substantial
antitrust obstacles presented by the proposed merger.
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THE PARTIES
4. Wallace is a Delaware corporation with its principal place of
business in Hillside, Illinois. Founded in Chicago in 1908, Wallace is one of
the largest United States manufacturers and distributors in the computer
services and supply industry. More specifically, Wallace sells a broad line of
products and services including business forms, commercial and promotional
graphics printing, computer labels, machine ribbons, computer hardware and
software, computer accessories, office products and electronic forms. Wallace
has a reputation in the industry as a technological leader and innovator both in
the application of computer applications to traditional paper business forms and
in the area of customer service, delivery and inventory monitoring systems.
5. Moore is a corporation organized under the laws of the Province
of Ontario, Canada with its principal place of business in Toronto, Ontario,
Canada. Moore is a direct competitor of Wallace in the sale of business forms,
products and services that are both paper and electronically based. In recent
years, Wallace has beaten Moore in head to head competition to service numerous
large accounts, including ITT Automotive, Rubbermaid, and American Airlines.
6. FRDK is a New York corporation with its principal place of
business in Toronto, Ontario, Canada. It is a wholly owned subsidiary of Moore
and purportedly was incorporated for the purpose of making the tender offer and
proxy solicitation for Wallace.
JURISDICTION AND VENUE
7. Moore is subject to the personal jurisdiction of this Court
because it is found or transacts business in this District. FRDK is subject to
the personal jurisdiction of this Court because it is a New York corporation and
is found or transacts business in this

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District. Both Moore and FRDK have taken specific acts in this District with
respect to the tender offer.
8. Count I of this action arises under Section 7 of the Clayton Act,
15 U.S.C. Section18. This Court has subject matter jurisdiction of Count I
pursuant to 15 U.S.C. Section26, 28 U.S.C. Section1331, and 28 U.S.C.
Section1337.
9. This Court has jurisdiction over Count II of this action under
Section 27 of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C.
Section 78aa and 28 U.S.C. Sections1331 and 2201.
10. Venue with respect to Count II is proper in this District under
Section 27 of the Exchange Act, 15 U.S.C. Section 78aa and 28 U.S.C. Section
1391(b).
COUNT ONE
DEFENDANTS' THREATENED ANTITRUST VIOLATION
11. In a Tender Offer Statement on Schedule 14D-1 dated August 2,
1995, FRDK disclosed a tender offer to purchase all outstanding voting
securities of Wallace.
12. Pursuant to this tender offer, Moore, through its wholly-owned
New York subsidiary, FRDK, intends to acquire Wallace.
13. Moore and Wallace compete in a number of businesses, including
the manufacture and sale of business forms (examples of which include Federal
Express shipping forms, brokerage firm trade confirmation forms, and the printed
paper stock on which telephone bills are generated).
14. For antitrust purposes, the sale of business forms to large,
forms-intensive customers with multiple locations constitutes a relevant product
market. Examples

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of such customers would be Federal Express and K-Mart. Within this product
market, the relevant geographic market is the United States of America.
15. Large, forms-intensive customers with multiple locations
typically require a forms vendor with the following characteristics:
a. sufficient forms manufacturing capability to satisfy their needs;
b. distribution capability to deliver multiple types of forms to
hundreds of locations on short notice (the consequence of a supply
disruption often being the cessation of the customer's business); and
c. the information systems capability to provide centralized
billing, reporting, and control for such shipments.
16. For most customers in the relevant product and geographic market,
the only acceptable vendors are Wallace, Moore, and The Standard Register
Company.
17. For these customers, the effect of an acquisition of Wallace by
Moore would be to change a three-firm market into a two-firm market.
18. The key impediment to entry into this business is the development
of the information services capability needed to support the required
distribution and billing capabilities. Wallace has spent more than a decade
developing its system, and did so internally. A new entrant would be unable to
purchase the required information services capability and would need to spend a
period of years attempting to develop it.
19. If Moore were to acquire Wallace, the effect of such acquisition
may be substantially to lessen competition in the relevant product and
geographic market, thus violating Section 7 of the Clayton Act, 15 U.S.C.
Section18.

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20. Unless Moore and FRDK are enjoined, Wallace will suffer
irreparable harm as a result of the above stated actions, including, INTER ALIA,
loss of independent decisionmaking authority, loss of trade secrets, loss of
employees, and loss of customers. Wallace has no adequate remedy at law.

COUNT TWO
DEFENDANTS VIOLATIONS OF THE SECURITIES LAWS

21. Wallace repeats and realleges its allegations in paragraphs 1 -
20 as if set forth fully herein.

PRELIMINARY INQUIRIES CONCERNING THE POSSIBILITY
OF DISCUSSIONS BETWEEN WALLACE AND MOORE

22. On or about February 16, 1995, a representative of Lazard Freres
& Co. LLC ("Lazard") contacted Neele E. Stearns, Jr., a member of Wallace's
Board of Directors and a personal acquaintance of the Lazard representative, and
inquired whether a Wallace representative would be willing to meet with Mr. Reto
Braun, Chief Executive Officer of Moore, to discuss a possible business
combination on a friendly basis involving Moore and Wallace. Mr. Stearns
replied that he would communicate with Wallace representatives and then follow
up with the Lazard representative.
23. On February 21, 1995, Mr. Stearns contacted the Lazard
representative and informed him that Mr. Braun or a representative of Lazard
should communicate in writing directly with Robert J. Cronin, the President and
Chief Executive Officer of Wallace, in the event they wished to raise the
possibility of discussing a business combination.
24. On or about February 24, 1995, Mr. Braun sent a letter to Mr.
Cronin, which provided in part as follows:

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"As a result of recent discussions between our financial
advisor, Lazard Freres, and Mr. Neele Stearns of your Board
of Directors, it has been suggested that I communicate
directly with you in this manner." . . .
* * * *
"I would welcome to begin discussions with you, on a
strictly confidential basis, to explore the possibility of a
combination of our companies. We are very flexible in our
thinking as to the form such a combination might take.
After you have had a chance to discuss this with your Board,
I would be most happy to meet with you to share our
respective views. . . . I look forward to hearing from
you."

25. On or about March 8, 1995, at a regularly scheduled meeting of
Wallace's Board of Directors, the Board discussed the February 24 letter of Mr.
Braun and Moore's interest in pursuing a possible transaction with the Company.
26. On or about March 9, 1995, Mr. Cronin attempted to reach Mr.
Braun by telephone, but was advised that he would be out of his office until
March 14.

MOORE PLEDGES TO PURSUE ONLY A FRIENDLY TRANSACTION

27. During the various communications between representatives of
Wallace and representatives of Moore in February and March 1995, Moore stated at
least three times that it was only interested in pursuing a friendly deal with
Wallace.
28. In the initial February 16 telephone call between the Lazard
representative and Mr. Stearns, the Lazard representative inquired whether a
Wallace representative would be willing to discuss a business combination ON A
FRIENDLY BASIS with Moore.
29. On or about March 14, Mr. Cronin contacted Mr. Braun by
telephone. At the outset of the telephone conversation, Mr. Cronin stated that
the telephone call would not have been made if Wallace had not received Lazard's
assurances that Moore would only proceed on a friendly basis. Mr. Braun agreed
completely and stated that Moore would only

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pursue a transaction on a friendly basis. Mr. Cronin informed Mr. Braun that
Wallace was successfully pursuing its corporate strategy, saw no reason to
depart from it and that, accordingly, Wallace was not for sale. However, Mr.
Cronin stated he was nevertheless prepared to meet with Mr. Braun if he still
desired to do so. Mr. Braun stated that such a meeting was unnecessary and that
Wallace should "consider the situation closed."
30. On March 22, Mr. Stearns briefly visited the offices of the
Lazard representative to confirm that the representative was aware of the March
14th telephone conversation between Messrs. Braun and Cronin. The Lazard
representative once again stated that Moore would only pursue a friendly
transaction.

MR. CRONIN AND MR. BRAUN AGREE TO HAVE LUNCH

31. On April 18, 1995, Mr. Cronin and Mr. Braun met each other at an
industry conference in New York City. Mr. Braun suggested that the two should
meet for lunch to discuss certain matters unrelated to a business combination.
Mr. Cronin stated that he would be willing to have lunch and that Mr. Braun
should contact him to set up a date. Both are residents of the Chicago
metropolitan area.
32. In the following weeks, Mr. Braun's secretary contacted Mr.
Cronin's secretary several times to arrange a lunch meeting for Messrs. Braun
and Cronin. Ultimately the secretaries scheduled the lunch between Mr. Braun
and Mr. Cronin for August 8, 1995. When Moore launched its hostile tender
offer, this lunch date was still scheduled.
33. On or about June 28, 1995, Mr. Braun failed at the last minute to
attend a dinner in Itasca, Illinois sponsored by the International Business
Forms Institute. Mr. Braun knew that Mr. Cronin would be in attendance and if
he had wanted to speak with

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Mr. Cronin on any appropriate subject, Mr. Cronin would have been available
before, during or after the dinner.

MOORE'S AND FRDK'S FALSE AND MISLEADING MEDIA CAMPAIGN

34. On the evening of Sunday, July 30, 1995, Mr. Braun called Mr.
Cronin from New York and left a recorded message on Mr. Cronin's home answering
machine stating that Moore and FRDK were going to make a tender offer for
Wallace.
35. At approximately 10:30 p.m. on Sunday, July 30, 1995, a messenger
slipped a letter under the front door at Mr. Cronin's residence stating that
Moore and FRDK were commencing a hostile tender offer to purchase all of
Wallace's common stock at $56 per share.
36. Sometime earlier on Sunday, July 30, 1995, Moore, FRDK and Mr.
Braun commenced a carefully calculated media campaign in connection with the
hostile tender offer to manipulate and mislead Wallace investors concerning the
character and significance of prior discussions between the companies with
respect to the possibility of a business combination; Wallace's responses to
those discussions; and the facts relating to any antitrust obstacles to the
tender offer.
37. Statements made in the media campaign also falsely portrayed
Wallace as unwilling even to meet with Moore's representatives. As the
foregoing Paragraphs 27-33 make clear, this portrayal was directly contrary to
the actual facts as Moore, FRDK and Mr. Braun knew. In fact, at the time Moore,
FRDK and Mr. Braun commenced misleading the press and Wallace's investors, the
lunch that had been scheduled was less than nine days away.

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38. On July 30, Mr. Braun launched the false and misleading media
campaign on behalf of Moore and FRDK by giving interviews to The Wall Street
Journal, The New York Times and The Globe and Mail, among others. During these
interviews, Mr. Braun made various false and misleading statements of fact in
connection with the tender offer. Copies of articles based on these interviews
are attached as Exhibit 1 hereto.
39. In his July 30 interview with The Wall Street Journal, Mr. Braun
stated that Moore's unsolicited bid for Wallace came after "six or seven"
attempts to discuss a possible acquisition since February when Mr. Braun
contended that Wallace had rejected a proposal about a possible acquisition. On
information and belief, Mr. Braun failed to disclose to The Wall Street Journal:
(1) that in the earlier discussions, Mr. Braun and Moore had pledged at least
three times not to launch a hostile offer; (2) that at the conclusion of the
March 14 telephone call, Mr. Braun stated that the situation was closed; and (3)
that almost all of the "attempts" since March to "discuss a possible business
combination" were calls from his secretary to Mr. Cronin's secretary trying to
schedule a lunch -- a lunch which in fact, was scheduled to occur on August 8,
1995. All of these facts were necessary to make the actual facts disclosed by
Mr. Braun in The Wall Street Journal interview not misleading.
40. Likewise, in his July 30 interview with The New York Times, Mr.
Braun stated that Wallace had "rejected" Moore's February proposal that the two
companies "meet to discuss a merger." This statement, as the foregoing
illustrates, was false and misleading because, among other things, it was Mr.
Braun who had stated at the close of the March 14 telephone call that there was
no point in meeting, and in any event a lunch meeting

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was scheduled for August 8. All of these facts were necessary to make the
facts disclosed by Mr. Braun in The New York Times interview not misleading.

41. In his July 30 interview with The Globe and Mail, Mr. Braun
stated that, among other things, Wallace had "strengthened" its "poison pill"
following the February discussions between Moore and Wallace. In fact, Mr.
Braun was very familiar with Wallace's takeover defenses and knew that Wallace
had not amended its stockholder rights plan after the February 1995 discussions.
In fact, Wallace's stockholder rights plan has not been amended since its
adoption in March 1990.
42. On July 31, 1995, Mr. Braun continued his campaign of false and
misleading disclosures to the press and to investors by holding a conference
call to discuss Moore's and FRDK's tender offer with financial analysts covering
the industry. During the call, Mr. Braun made various false and misleading
statements of fact in connection with the tender offer.
43. During the July 31 conference call with industry analysts, Mr.
Braun falsely stated that Wallace, in rejecting any discussions over a possible
business combination, had refused to specify any reasons. To the contrary, the
true facts were that, as described in Paragraph 29 above, Mr. Cronin had
informed Mr. Braun that Wallace was successfully pursuing its corporate strategy
and saw no reason to depart from it. Moreover, Mr. Braun failed to disclose to
the analysts that he and Moore had pledged in the March 14 discussion and on two
other occasions only to pursue a friendly deal and that following Wallace's
expression of no interest he had informed Wallace that the matter was closed --
all facts which are necessary to make the facts disclosed in the analysts'
conference call not misleading.

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44. In the July 31 conference call with industry analysts, Mr. Braun
continued his false and misleading campaign of media disclosures by again
stating that Moore had tried to "get together" a number of times with Wallace
since February without explaining that nearly all of these contacts involved his
secretary calling Mr. Cronin's secretary to schedule a lunch -- all facts which
are necessary to make the facts disclosed not misleading.
45. In the July 31 conference call with industry analysts, Mr. Braun
also twice repeated his false statement, made previously in The Globe and Mail
interview, that Wallace, following the earlier discussions, had "strengthened
their position on poison pills" and "strengthened their arsenal of poison
pills." In fact, as heretofore set forth above, Mr. Braun was very familiar
with Wallace's takeover defenses and knew that Wallace has not amended its
stockholder rights plan in response to Moore's overtures.
46. In the July 31 conference call with industry analysts, Mr. Braun
also falsely stated that antitrust concerns are not "a problem" or "big issue"
which would prevent consummation of the proposed tender offer. As described
more fully above in Paragraphs 11-20, there are basic material facts concerning
relevant markets which give rise to antitrust issues concerning the tender
offer. On information and belief, Mr. Braun, Moore and FRDK were aware of the
basic facts relating to these antitrust issues. Failure to disclose these basic
material facts and the antitrust issues they create, is false and misleading.
47. On July 31, Moore and FRDK caused to be filed a Complaint against
Wallace and its Board of Directors in the United States District Court for the
District of Delaware. The Complaint contained false and misleading statements
of fact made in connection with the tender offer. The false statements of fact
in the Complaint served to reinforce the false and misleading statements made in
the media campaign launched in Mr.

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Braun's interviews with The Wall Street Journal, The New York Times, The Globe
and Mail and in the conference call with financial analysts covering the
industry.
48. The Complaint states that "in February 1995, Moore attempted to
initiate discussions with Wallace regarding a possible business combination
between Moore and Wallace." PARA 38. The Complaint then alleges that Mr.
Cronin informed Mr. Braun in response that "Wallace's Board of Directors had
considered Moore's proposal, was not interested in any such combination and
would not pursue the matter further." ID. The Complaint then falsely states
that "all efforts by Moore to engage in further discussions with Wallace
concerning a possible business combination with Moore since that time have been
rebuffed by Wallace."
49. In fact, on the date the Complaint was filed, Mr. Braun was
scheduled to have lunch with Mr. Cronin on August 8. The Complaint failed to
disclose the following facts: (1) that Moore had pledged in the March 1995
discussion and on two other occasions only to proceed on a friendly basis; (2)
that following Wallace's lack of interest, Moore had stated that the matter was
closed; (3) that almost all of the subsequent contacts between the parties
consisted of Mr. Braun's secretary calling Mr. Cronin's secretary to set up a
lunch; and (4) that Mr. Braun, at the last minute, failed to show up for a small
industry meeting of CEOs where he could have had private discussions with Mr.
Cronin on any appropriate subject -- all facts which under the circumstances
were necessary to make the statements set forth therein and elsewhere concerning
the February and March discussions and subsequent contacts not misleading.
50. The Complaint also falsely states that "Wallace's Board of
Directors has taken specific steps since Moore's initial approach in February
1995 to create additional

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obstacles to a merger." In fact, as set forth above, Moore and FRDK are very
familiar with Wallace's takeover defenses and know very well that no actions
taken since February 1995 present any "obstacle" to a merger.
51. The Complaint states that the first "obstacle" is a Wallace bylaw
amendment that merely increased the time prior to a stockholder meeting for
submitting stockholder proposals. This amendment presents no "obstacle" to a
merger.
52. The Complaint states that the second "obstacle" is the employment
contract between Wallace and Mr. Cronin. This characterization of Mr. Cronin's
employment agreement is false and misleading in that Moore simultaneously
affirmatively represented that it had the highest respect for Mr. Cronin and
intended him to stay with the Company. Under these circumstances, Mr. Cronin's
contract is no "obstacle" to Moore's offer whatsoever.
53. The Complaint further falsely alleges that the members of
Wallace's Board of Directors "will" violate their fiduciary duties in
considering Moore's and FRDK's offer. The statement that Wallace's directors
"will" violate the fiduciary duties is false and has no reasonable basis in
fact. At the time the Complaint was filed, the Board had not even received a
Schedule 14D-1 from Moore or FRDK. Moreover, the assumption that Wallace's
Board of Directors, including management members, will violate their fiduciary
obligations to stockholders is flatly inconsistent with Moore's statement in the
letter dated July 30, 1995 from Mr. Braun to Mr. Cronin that "We have the
highest regard for you and your management team," and inconsistent with Moore's
and FRDK's pledge in its Schedule 14D-1 to "retain the Company's management
team" after a merger and assign it "significant responsibility" for the combined
businesses of Moore and Wallace.

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54. On or about August 2, 1995, Moore and FRDK caused to be filed,
with the Securities and Exchange Commission ("SEC"), a Schedule 14D-1 in
connection with the tender offer.
55. Like the false and misleading statements previously made to the
financial media and industry analysts, the Schedule 14D-1 is misleading
concerning the character and significance of the prior contacts between Moore
and Wallace. A copy of the prior contacts section of the Schedule 14D-1 is
attached hereto as Exhibit 2. The Schedule 14D-1 is misleading in that it fails
to disclose (1) that Moore representatives had pledged at least three times to
Wallace representatives that Moore was only interested in a friendly deal, and
(2) that when Mr. Braun was informed that Wallace had no interest in diverting
from its business plan, Mr. Braun had stated to Mr. Cronin that the matter was
closed. Disclosure of all these facts is necessary to make the statements made
in the Schedule 14D-1 concerning prior contacts between the parties not
misleading. Moore and FRDK never disclose in the Schedule 14D-1 what facts
changed between March 1995 when Moore pledged three times only to pursue a
friendly deal and stated that the matter was closed, and August 1995 when Moore
and FRDK launched the hostile tender offer.
56. Like the false and misleading statements previously made to
financial industry analysts, the Schedule 14D-1 fails to disclose basic material
facts relating to the antitrust issues described more fully above in Paragraphs
11-20. On information and belief, Mr. Braun, Moore and FRDK were aware of the
basic facts relating to these antitrust issues. The section of the Schedule
14D-1 discussing issues arising under the antitrust laws is attached as Exhibit
3 hereto. The failure to disclose the basic facts relating to the antitrust

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issues violate applicable SEC rules and regulations and render the statements
made in the Schedule 14D-1 materially misleading.

MOORE AND FRDK HAVE VIOLATED SECTIONS 14(d) AND 14(e)
OF THE SECURITIES EXCHANGE ACT AND SEC RULES AND REGULATIONS

57. Section 14(d)(1) of the Exchange Act provides in pertinent part
that:

It shall be unlawful for any person, directly or indirectly,
by use of the mails or by any means or instrumentalities of
interstate commerce or of any facility of a national
securities exchange or otherwise, to make a tender offer
for, or a request or invitation for tenders of, any class of
any equity security . . . unless at the time copies of the
offer or request or invitation are first published or sent
or given to security holders, such person has filed with the
[SEC] a statement [on Schedule 14D-1 containing the required
information].

58. The disclosure requirements for tender offers generally are
governed by Rule 14d-6 which dictates the contents of "tender offer materials."
Tender offer materials are defined in Rule 14D-1(b)(5) to include "all the
material terms and conditions of the tender offer."

59. Item 10(f) of Schedule 14D-1 promulgated by the SEC pursuant to
Section 14(d) provides in pertinent part that an offeror must disclose in its
offer to purchase:

"Such additional material information, if any, as may be
necessary to make the required statements, in light of the
circumstances under which they are made, not materially
misleading."

60. Section 14(e) of the Exchange Act provides in part as follows:

"It shall be unlawful for any person to make any untrue
statement of a material fact or omit to state any material
fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not
misleading, or to engage in any fraudulent, deceptive, or
manipulative acts or practices, in connection with any
tender offer."

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61. These and other provisions of the Exchange Act and the rules and
regulations promulgated thereunder by the SEC are designed to provide
stockholders with all material information necessary to make informed investment
decisions when faced with a tender offer and to prevent the manipulation of the
market by tender offerors.
62. Moore and FRDK's false and misleading media campaign and its
offer to purchase violate Sections 14(d) and 14(e) of the Exchange Act, and the
rules and regulations promulgated thereunder by the SEC, in that they contain
materially false, deceptive, manipulative and misleading statements in that,
among other things, Moore and FRDK falsely state, conceal and fail to disclose
material facts necessary to make the facts disclosed not misleading as described
more particularly above.
63. All of the false, deceptive, manipulative and misleading
statements and the information and facts omitted as set forth above are material
to each and every Wallace stockholder in deciding whether or not to tender their
shares to Moore at the inadequate price of $56 per share.
64. The false and misleading statements of fact more specifically
described above were each made with knowledge of and/or with reckless disregard
for their falsity.
65. By reason of the foregoing, defendants Moore and FRDK have
violated and are continuing to violate Sections 14(d) and 14(e) of the Exchange
Act and the rules and regulations promulgated thereunder by the SEC.
66. Unless the injunctive relief sought under this claim is granted,
Wallace and its stockholders will be irreparably harmed in that Moore and FRDK
will continue to seek control of Wallace without providing Wallace's
shareholders the information necessary to make an informed decision regarding
the disposition of their shares.

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67. Wallace has no adequate remedy at law.

RELIEF

WHEREFORE, Wallace demands judgment against Moore and FRDK, and
respectfully prays that this Court enters orders as follows:
(a) Declaring that FRDK's tender offer for the outstanding
voting securities of Wallace, if consummated, would violate Section 7 of
the Clayton Act, 15 U.S.C. Section 18;
(b) Preliminarily and permanently enjoining Moore and FRDK from
acquiring any voting securities of Wallace;
(c) Awarding to Wallace its cost of suit, including a reasonable
attorney's fee, as provided by Section 16 of the Clayton Act, 15 U.S.C.
Section 26;
(d) Declaring that Moore and FRDK have violated Sections 14(d)
and 14(e) of the Exchange Act and the rules and regulations promulgated
thereunder and that any solicitation or purchases of Wallace's common stock
pursuant to FRDK's offer to purchase is unlawful;
(e) Preliminarily and permanently enjoining Moore and FRDK and
their subsidiaries, directors, officers, representatives, agents, servants
and employees, and all other persons in active concert or participation
with them, from soliciting, acquiring or attempting to acquire in any
manner any shares of Wallace stock or any right to acquire such shares,
unless and until 60 days after they have fully complied with the Exchange
Act;
(f) Awarding Wallace the costs and disbursements of this action
together with reasonable attorneys' fees; and

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(g) Awarding such other and further relief as the Court deems
just and proper.

Respectfully submitted,

-------------------------------------------
One of the Attorneys for Wallace
Computer Services, Inc.

Robert W. Hirth (RWH 2526)
SIDLEY & AUSTIN
875 Third Avenue
New York, New York 10022
(212) 906-2000

Of Counsel:

Walter C. Carlson (WCC 6356)
William H. Baumgartner (WHB 3409)
Richard B. Kapnick (R2K 1120)
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000

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EXHIBIT 10

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

-------------------------------------X
BERNARD KOFF, :
:
Plaintiff, :
v. :
:
THEODORE DIMlTROU, FRED CANNING, : C.A. No. 14448
WILLIAM N. LANE, NEELE E. STEARNS, :
JR., ROBERT J. CRONlN, DARRELL R. :
EWERS, RICHARD F. DOYLE, WILLIAM :
E. OLSEN, and WALLACE COMPUTER :
SERVICES, INC., :
:
Defendants. :
-------------------------------------X

CLASS ACTION COMPLAINT

Plaintiff, by and through his attorneys, alleges as follows:

THE PARTIES

1. Plaintiff is and has been at all relevant times the
owner of shares of common stock of Wallace Computer Services, Inc. ("Wallace"
or the "Company").

<PAGE>

2. Wallace is a corporation organized and existing under
the laws of the State of Delaware with its principal executive offices at 4600
West Roosevelt Road, Hillside, Illinois. Wallace markets computer services and
supplies, business forms, labels, machines, ribbons and software. Wallace
Press does commercial printing. It also has a direct mail division.

3. Defendants Theodore Dimitrou, Fred Canning, William
N. Lane, Neele Stearns, Jr., Robert J. Cronin, Darrell R. Ewers, Richard F.
Doyle and William E. Olsen are and have been, at all relevant times, Wallace
directors.

4. The defendants named in Paragraph 3 above
("Individual Defendants"), as directors and/or officers of Wallace, owe
fiduciary duties of good faith, loyalty, fair dealing, due care, and candor to
plaintiff and the other members of the Class (as defined below).

<PAGE>

CLASS ACTION ALLEGATIONS

5. Plaintiff brings this action pursuant to Rule 23 of
the Rules of this Court, on behalf of himself and all other shareholders of the
Company (except the defendants herein and any persons, firms, trusts,
corporations, or other entities related to or affiliated with them) and their
successors in interest, who are or will be harmed by reason of the conduct of
defendants described herein (the "Class").

6. This action is properly maintainable as a class
action for the following reasons:

<PAGE>

(a) The Class is so numerous that joinder of all
members is impracticable. There are approximately 22.5 million shares of
Wallace's common stock outstanding. There are over 3,900 holders of record of
Wallace stock who are members of the Class.

(b) Members of the Class are scattered throughout
the United States and are so numerous that it is impracticable to bring them
all before this Court.

(c) There are questions of law and fact which are
common to the Class and which predominate over questions affecting any
individual class member. The common questions include, inter alia, the
following:

<PAGE>

(i) Whether defendants have breached or
are breaching their fiduciary duties to the Class; and

(ii) Whether plaintiff and the other
members of the Class would be irreparably damaged if defendants do not
appropriately consider the Moore Corporation bid described herein, and any and
all other courses available for the Wallace shareholders' benefit.

(d) The claims of plaintiff are typical of the
claims of the other members of the Class in that all members of the Class will
be injured by defendants' actions.

<PAGE>

(e) Plaintiff is committed to prosecuting this
action and has retained competent counsel experienced in litigation of this
nature. Plaintiff is an adequate representative of the Class.

(f) The prosecution of separate actions by
individual members of the Class would create the risk of inconsistent or
varying adjudications with respect to individual members of the Class which
would establish incompatible standards of conduct for defendants, or
adjudications with respect to individual members of the Class which would as a
practical matter be dispositive of the interests of the other members not
parties to the adjudications or substantially impair or impede their ability to
protect their interests.

<PAGE>

(g) The defendants have acted, or refused to act,
on grounds generally applicable to, and causing injury to, the Class and,
therefore, preliminary and final injunctive relief on behalf of the Class as a
whole is appropriate.

SUBSTANTIVE ALLEGATIONS

7. On or about July 30, 1995, Moore Corp. announced a
$1.3 billion, or $56 per share hostile takeover bid for Wallace, a 27% premium
over Wallace's $44 closing price on July 28, 1995, the last trading day before
the Offer. According to Moore, its bid represents a 42% premium over Wallace's
average trading price for the past 30 days and an 84% premium over the Wallace
stock price on February 24, 1995, the day when Moore initially contacted
Wallace to discuss a transaction.

<PAGE>

8. In a July 30, 1985 letter to defendants Dimitrou
(Wallace's Chairman) and Cronin (Wallace's Chief Executive Officer and
President), Reto Bravn, Moore's president and Chief Executive Officer, wrote:
"We are confident that your shareholders will find our offer compelling." The
July 30, 1995 letter also stated:

... unfortunately your board specifically rejected our
proposal to discuss a strategic business combination. We
therefore felt we had no choice but to proceed with an offer
directly to your shareholders.

The letter continued on to say that "We stand ready to meet with you and
the Wallace Board at any time to discuss any aspect of our proposed
combination..."

9. According to Mr. Braun, Moore made its bid after "six
or seven attempts to discuss a possible acquisition since February, when
Wallace rejected a possible acquisition proposal.

10. Moore, a market leader in business forms which
provides database management services and business services asserts that the
combination of it and Wallace will provide savings and spread products over
more customers, resulting in a "perfect fit."

<PAGE>

11. Moore appears to have the necessary financial
wherewithal to complete the transaction, with no debt and over $500 million in
cash on its books.

12. The Individual Defendants have breached and are
continuing to breach their fiduciary duties of due care to Wallace stockholders
by failing to take all reasonable steps to maximize shareholder value. These
defendants have rebuffed Moore's requests to discuss a potential transaction
since February 24, 1995, despite numerous invitations by Moore to have such
discussions. These invitations were not made public until Moore's July 30,1995
announcement.

13. As members of the Wallace Board of Directors, the
Individual Defendants owe to Wallace stockholders certain fiduciary duties,
including the highest obligations of due care, good faith, loyalty, candor and
the duty to maximize shareholder value. Their failure to even enter into
discussions with Moore or any other person or entity who wishes to offer
Wallace a means by which to maximize shareholder value is clear evidence that
they are not acting in the best interests of their stockholders.

14. As a result of the foregoing, Wallace and the
Individual Defendants have breached their fiduciary duties of good faith, fair

<PAGE>

dealing, loyalty and candor, and have failed to maximize shareholder value owed
to plaintiff and the Class.

15. Plaintiff and the Class have no adequate remedy at
law.

<PAGE>

WHEREFORE, plaintiff prays for judgment and relief as follows:

(A) Declaring that this lawsuit is properly maintainable
as a class action and certifying plaintiff as the representatives of the Class;

(B) Ordering defendants to carry out their fiduciary
duties to plaintiff and the other members of the Class, including those of due
care, candor and loyalty;

(C) Requiring defendants and their counsel, agents,
employees and all persons acting under, in concert with, or for them, to enter
into discussions with Moore, or any other person or entity which could lead to
a transaction which would serve to maximize shareholder value;

(D) Enjoining defendants from enacting or implementing a
poison pill or other techniques to defend against the Moore offer, or any other
offer, until such offer has been fully explored;

(E) Awarding compensatory damages against defendants
individually and severally in an amount to be determined at trial, together
with prejudgment interest at the maximum rate allowable by law;

<PAGE>

(F) Awarding plaintiff costs and disbursements and reasonable allowances
for plaintiffs' counsel and experts' fees and expenses; and

(G) Granting such other and further relief as the Court
may deem just and proper.

Dated: July 31,1995

ROSENTHAL, MONHAIT, GROSS & GOODESS, P.A.
By:
--------------------------------------
First Federal Plaza, Suite 214
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for Plaintiff

OF COUNSEL:

ABBEY & ELLIS
212 East 39th Street
New York, New York 10016
(212)889-3700

<PAGE>

EXHIBIT 11

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

-----------------------------------X
KITTY LaPERRIERE, :
:
Plaintiff, :
-against- :
:
WALLACE COMPUTER SERVICES INC., : C.A. No. 14449
THEODORE DIMITRIOU and :
ROBERT J. CRONlN, :
:
Defendants. :
-----------------------------------X

CLASS ACTION COMPLAINT

Plaintiff, by her attorneys, for her Complaint alleges, upon
information and belief, except as to the allegations contained in paragraph 2,
which plaintiff alleges upon knowledge, as follows:

1. Plaintiff brings this action on behalf of herself and
all other shareholders of defendant Wallace Computer Services Inc. ("Wallace"
or the "Company") similarly situated (the "Class") for declaratory and
injunctive relief, and/or compensatory damages, arising from defendants' breach
of fiduciary duty to the shareholders of Wallace. As detailed herein,

<PAGE>

defendants have acted contrary to the best interests of Wallace's public
shareholders by, among other things, failing to investigate and consider fully
offers by Moore Corporation Limited to purchase all outstanding shares of the
Company. Defendants have taken these unlawful actions in violation of their
fiduciary duties, for the purpose of entrenching themselves in managerial and
directorial positions.

<PAGE>

THE PARTIES

2. At all times relevant hereto, plaintiff Kitty
LaPerriere was an owner of Wallace common stock.

3. Defendant Wallace is a Delaware corporation with its
principal place of business located at 4600 West Roosevelt Road, Hillside,
Illinois. Wallace is a leading provider of computer services and supplies such
as business forms, commercial and promotional graphics printing, computer
labels, machine ribbons, computer hardware and software, computer accessories
and office products.

4. At all relevant times herein, defendant Theodore
Dimitriou ("Dimitriou") was the chairman of Wallace's Board of Directors. As
of November 9, 1994, Dimitriou owned or controlled less than 0.6% of Wallace
common stock. For the fiscal year ended July 31, 1994, Dimitriou received
total compensation from Wallace in the amount of approximately $519,546.

5. At all relevant times herein, defendant Robert J.
Cronin ("Cronin") was the President, Chief Executive Officer and a Director of

<PAGE>

the Company. As of November 9, 1994, Cronin owned or controlled less than
0.25% of Wallace common stock. For the fiscal year ended July 31, 1994, Cronin
received total compensation from Wallace in the amount of approximately
$568,987.

6. The defendants referred to in paragraphs 4 and 5,
above, are collectively referred to herein as the "Individual Defendants."

<PAGE>

CLASS ACTION ALLEGATIONS

7. Plaintiff brings this action pursuant to Rule 23 of
the Rules of this Court for declaratory, injunctive and other relief on his own
behalf and as a class action, on behalf of all common stockholders of Wallace
(except defendants herein and any person, firm, trust, corporation or other
entity related to or affiliated with any of the defendants) and their
successors in interest, who are being deprived of the opportunity to maximize
the value of their Wallace shares by the wrongful acts of the defendants
described herein.

8. This action is properly maintainable as a class
action for the following reasons:

9. The class of stockholders for whose benefit this
action is brought is so numerous that joinder of all Class members is
impracticable. There are more than 22 million shares of Wallace common stock
held by approximately 3,985 shareholders of record who are members of the
Class. The holders of these shares are geographically dispersed throughout the
United States. Wallace stock is listed and actively traded on the New York
Stock Exchange.

<PAGE>

10. There are questions of law and fad which are common
to the members of the Class and which predominate over any questions affecting
any individual members. The common questions include, inter alia, the
following:

a. whether the defendants, in bad faith and for
improper motives, have prevented members of the Class from receiving the
maximum value achievable for their shares of Wallace common stock;

<PAGE>

b. whether the defendants have failed to consider,
in good faith, the adequacy of unsolicited offers for the Company, including
the adequacy of Moore's offers to purchase all outstanding Wallace shares;

c. whether the defendants have engaged in conduct
constituting unfair dealing to the detriment of the public stockholders of
Wallace; and

d. whether the defendants have breached their
fiduciary and common law duties owed by them to plaintiff and the other members
of the Class, including their duties of care and loyalty.

11. The claims of plaintiff are typical of the claims of
the other members of the Class, and plaintiff has no interests that are adverse
or antagonistic to the interests of the Class.

12. Plaintiff is committed to the vigorous prosecution of
this action and has retained competent counsel experienced in litigation of
this nature. Accordingly, plaintiff is an adequate representative of the Class
and will fairly and adequately protect the interests of the Class.

<PAGE>

13. The prosecution of separate actions by individual
members of the Class would create a risk of inconsistent or varying
adjudications with respect to individual members

<PAGE>

of the Class, which would establish incompatible standards of conduct for the
party opposing the Class.

14. Defendants have acted and are about to act on grounds
generally applicable to the Class, thereby rendering final injunctive or
corresponding declaratory relief appropriate with respect to the Class as a
whole.

SUBSTANTIVE ALLEGATIONS

15. Wallace is one of the nation's largest manufacturers
and distributors of information management products, services and solutions.
These include paperwork systems and forms, labeling products and supplies,
direct mail printing, and leading edge electronic forms, products and forms
management services. The company has manufacturing, distribution and sales
facilities throughout the United States.

16. On or about February 24, 1995, Wallace was contacted
by representatives of Moore Corporation Limited ("Moore") seeking to discuss a
potential business combination between the two companies. Moore is the world's
largest supplier of business forms and related services for tracking inventory

<PAGE>

and other corporate data, and is Wallace's chief competitor in those markets.

17. According to Moore, a business combination between
the two companies would provide cost savings as well as spreading products over
more customers and countries. As stated in a correspondence sent to Wallace by
Moore Chairman and Chief Executive Officer Reto Braun ("Braun"):

<PAGE>

We believe the combination of Moore's strengths with Wallace's
would accelerate our mutual efforts, creating a new entity
capable of providing the full spectrum of integrated products
and service offerings that today's customers demand on a
global basis. Together we would redefine the industry.

18. In spite of the attractive synergies offered by a
potential merger with Moore, as well as the substantial premiums that could be
obtained for Wallace's shareholders, Wallace's management, including the
Individual Defendants, flatly refused to participate in any discussion
concerning a business combination between the two companies. Undaunted,
Moore's management made six or seven additional attempts since the initial
overtures in February, 1995, to open up a dialogue with Wallace. Wallace,
however, refused to respond to these overtures.

19. During this period, Wallace became wary of Moore's
efforts to discuss a business combination. Desperate to ensure that any
takeover attempt would not be successful despite the potential benefits to
Wallace's shareholders, the Company's Board enacted various measures to
strengthen its anti-takeover defenses. For example, in June, 1995, the
Company's Board adopted a rule that any business to be presented by a
stockholder at an annual meeting must be presented 60 days before the meeting.
Since the Company's next annual meeting is scheduled for November 1, 1995, this
provision was designed to make it extremely difficult for Moore to organize any

<PAGE>

unsolicited takeover attempt in time for that meeting. In addition, the Board
adopted a "golden parachute" in which defendant Cronin would receive millions
of dollars if his job duties were changed as the result of a takeover.

<PAGE>

20. The adoption of these anti-takeover measures and the
"stonewalling" of Moore's efforts to discuss a business combination were
accomplished for no legitimate business purpose and were orchestrated by the
Individual Defendants and other members of the Company's management solely to
ensure that they could entrench themselves in their lucrative managerial and
directorial positions with the Company, to the detriment of its stockholders.

21. On July 30, 1995, as a result of Wallace's continued
failure to negotiate with Moore for a sale of the Company, Moore announced its
intention to bring its offer directly to Wallace's shareholders by commencing a
tender offer for all Wallace Shares at $56 per share in cash for a total
purchase price of approximately $1.3 billion. The $56 tender offer price
represents an 84% premium over Wallace's share price on February 24, 1995, when
Moore first contacted the Company regarding a business combination, and 42%
over its most recent 30-day average closing price. Moore stated that the
tender offer would be launched within a week and also announced that it would
attempt to nominate three directors to Wallace's Board at the Company's annual
shareholders meeting in November.

22. Also, on July 30, Moore sent a letter to Wallace
informing it of the tender offer and conveying Moore's continued willingness

<PAGE>

and desire to meet with Wallace's management to discuss the possibility of a
mutually agreed upon transaction. The letter stated, in part:

<PAGE>

business combination. We therefore felt we had no choice but
to proceed with an offer directly to your shareholders. We
continue to believe it is in the best interest of both
companies to move expeditiously toward a mutually-agreed
combination of our companies. . . .

In the interim, we have noted your favorable results
and our price reflects both your recent and anticipated
performance. We are confident that your shareholders will
find our offer compelling. . . .

We stand ready to meet with you and the Wallace Board
and management at any time to discuss any aspect of our
proposed combination so that you will share our confidence and
enthusiasm for this transaction -- a transaction that serves
the best interests of both of our companies and our
shareholders, employees, customers and communities.

23. The following day, on July 31, 1995, Moore filed a
lawsuit against Wallace and members of its management in the United States
District Court, District of Delaware, seeking an injunction to prevent the
Company from exercising its "poison pill". This shareholder rights plan is
triggered when anyone buys 20% or more of the Company's common stock and allows
the other shareholders to buy new common stock at half price, thus rendering a
tender offer prohibitively expensive. Moore thus asserts that Wallace "should
not be allowed to deprive the shareholders of the opportunity to decide upon
the merit of the offer." In addition, Moore alleges in its lawsuit, that
Wallace's Board created an unreasonable obstacle to Moore's offer when in June
it adopted the 60-day notification rule and golden parachute "in probable
response" to Moore's overtures regarding a merger with Wallace.

<PAGE>

24. In reaction to the announcement of the tender offer,
the market price of Wallace shares surged $14 3/8 per share to close at $58 3/8
on July 31, 1995. This closing price, representing a $2 3/8 premium over the
tender offer price, has led analysts to conclude that the

<PAGE>

market expects a higher offer to surface, either from Moore or another bidder.
For example, Burnham Securities analyst David Liebowitz was reported as saying
"given the way the stock opened this morning, clearly there are a goodly number
of investors who suspect a higher bid is in the offing." Similarly, Martin
McDevitt, an analyst at Cleary Gull Reiland & McDevitt Inc., stated "people
seem to be thinking another offer may be coming, so we'll just have to wait and
see."

CAUSE OF ACTION AGAINST ALL DEFENDANTS

25. As described above, Wallace's management, which as of
the date of the company's last proxy statement collectively owned or controlled
only 1.2% of Wallace's outstanding stock, has shown a pattern of entrenchment
and failure to consider in good-faith Moore's offers to purchase the Company
which may be in the best interests of Wallace's public shareholders.
Accordingly, there is a substantial likelihood that, in the absence of this
Court's intervention, the defendants will continue this pattern and refuse to
consider in good faith Moore's tender offer and other acquisition offers that
may arise. By virtue of these acts and conduct, the defendants are carrying
out a preconceived plan to prevent the sale of the Company to any party,
including Moore, in violation of their fiduciary duties and to the detriment of

<PAGE>

Wallace's public shareholders. As a result, the public common stockholders of
Wallace will be wrongfully deprived of their ability to avail themselves of the
substantial premium included in Moore's tender offer, and other acquisition
otters which may materialize, thereby depriving them of the maximum value that
can be achieved for their shares.

26. The primary objective of defendants' plan to thwart
acquisition offers for the Company is to entrench themselves in managerial and
directorial positions, to the detriment

<PAGE>

of Wallace's shareholders. Indeed, by their actions, defendants have acted in
a manner to prevent the shareholders of Wallace from availing themselves of
offers for their stock which are substantially higher than its recent market
price.

27. The defendants have committed further breaches of
their fiduciary duty to the public stockholders of Wallace, by (i) failing to
undertake an adequate evaluation of Wallace's worth as a potential merger or
acquisition candidate; (ii) failing to give adequate consideration to the offer
for Wallace submitted by Moore; (iii) considering and/or adopting extreme and
unreasonable measures to prevent the sale of the Company; and/or (iv) failing
to act so that the interests of the public stockholders of Wallace were
protected.

28. Unless enjoined by this Court, defendants will
continue to breach fiduciary duties owed to plaintiff and the other members of
the Class, and aid and abet such breaches, and will not only prevent Wallace's
shareholders from selling their shares to Moore for a fair and adequate price,
but also will prevent other parties from making offers to acquire Wallace, all
to the irreparable harm of the Class.

<PAGE>

29. Plaintiff and the other members of the Class have no
adequate remedy at law.

WHEREFORE, plaintiff demands judgment and relief in his favor and in
favor of the Class and against defendants, as follows:

<PAGE>

A. Declaring that this action be certified as a
proper class action and certifying plaintiff as Class representative;

B. Declaring that the defendants and each of
them have committed a gross abuse of trust and have breached their fiduciary
duties to plaintiff and other members of the Class;

C. Ordering that the defendants take appropriate
measures to assure that the Moore tender offer and any other offers for the
acquisition of Wallace are considered and evaluated by Wallace management
adequately and in good faith in order to maximize shareholder value;

D. Preliminarily and permanently enjoining the
defendants from exercising Wallace's shareholder rights plan or adopting other
extreme and unreasonable measures to prevent the sale of the Company;

E. Awarding compensatory damages in an amount to
be determined upon the proof submitted to the Court;

F. Awarding the costs and disbursements of this
action;

<PAGE>

G. Awarding plaintiffs counsel fees; and

<PAGE>

H. Awarding such other and further relief which
the Court may deem just and proper.

Dated: August 1, 1995

ROSENTHAL, MONHALT, GROSS & GOODESS, P.A.
By:
--------------------------------------
First Federal Plaza, Suite 214
P.O. Box 1070
Wilmington, DE 19899-1070
(302) 656-4433
Attorneys for Plaintiff

OF COUNSEL:

BERNSTEIN LITOWITZ BERGER
& GROSSMANN
Vincent R. Cappucci
Henry A. Diamond
1285 Avenue of the Americas
New York, New York 10019
(212) 554-1400

<PAGE>

EXHIBIT 12

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

----------------------------------------X
ROBIN K. PITTMAN, :
:
Plaintiff, :
:
v. :
:
THEODORE DIMITROU, FRED F. CANNING, : C.A. No. 14454
WILLIAM N. LANE, III, NEELE E. STEARNS, :
JR., ROBERT J. CRONIN, DARRELL R. :
EWERS, RICHARD F. DOYLE, WILLIAM :
E. OLSEN, and WALLACE COMPUTER :
SERVICES, INC., :
:
Defendants. :
----------------------------------------X

CLASS ACTION COMPLAINT

Plaintiff, by and through her attorneys, alleges as follows:

THE PARTIES

1. Plaintiff is and has been at all relevant times the owner of
shares of common stock of Wallace Computer Services, Inc. ("Wallace" or the
"Company").

2. Wallace is a corporation organized and existing under the laws of
the State of Delaware with its principal executive offices at 4600 West
Roosevelt Road, Hillside, Illinois. Wallace markets computer services and
supplies, business forms, labels, machines, ribbons and software. Wallace Press
does commercial printing. It also has a direct mail division.

<PAGE>

3. Defendants Theodore Dimitrou, Fred F. Canning, William N.
Lane, III, Neele Stearns, Jr., Robert J. Cronin, Darrell R. Ewers, Richard F.
Doyle and William E. Olsen are and have been, at all relevant times, Wallace
directors.

4. The defendants named in Paragraph 3 above ("Individual
Defendants"), as directors and/or officers of Wallace, owe fiduciary duties of
good faith, loyalty, fair dealing, due care, and candor to plaintiff and the
other members of the Class (as defined below).

CLASS ACTION ALLEGATIONS

5. Plaintiff brings this action pursuant to Rule 23 of the Rules of
this Court, on behalf of herself and all other shareholders of the Company
(except the defendants herein and any persons, firms, trusts, corporations, or
other entities related to or affiliated with them) and their successors in
interest, who are or will be harmed by reason of the conduct of defendants
described herein (the "Class").

6. This action is properly maintainable as a class action for the
following reasons:

(a) The Class is so numerous that joinder of all members is
impracticable. There are approximately 22.5 million shares of Wallace's common
stock outstanding. There are over 3,900 holders of record of Wallace stock who
are members of the Class.

(b) Members of the Class are scattered throughout the United
States and are so numerous that it is impracticable to bring them all before
this Court.

-2-

<PAGE>

(c) There are questions of law and fact which are common to the
Class and which predominate over questions affecting any individual class
member. The common questions include, INTER ALIA, the following:

(i) Whether defendants have breached or are breaching their
fiduciary duties to the Class; and

(ii) Whether plaintiff and the other members of the Class
would be irreparably damaged if defendants do not appropriately consider the
Moore Corporation bid described herein, and any and all other courses available
for the Wallace shareholders' benefit.

(d) The claims of plaintiff are typical of the claims of the
other members of the Class in that all members of the Class will be injured by
defendants' actions.

(e) Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. Plaintiff
is an adequate representative of the Class.

(f) The prosecution of separate actions by individual members of
the Class would create the risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for defendants, or adjudications with respect to individual
members of the Class which would as a practical matter be dispositive of the
interests of the other members not parties to the adjudications or substantially
impair or impede their ability to protect their interests.

(g) The defendants have acted, or refused to act, on grounds
generally applicable to, and causing injury to, the Class and, therefore,
preliminary and final injunctive relief on behalf of the Class as a whole is
appropriate.

-3-

<PAGE>

SUBSTANTIVE ALLEGATIONS

7. On or about July 30, l995, Moore Corp. announced a $1.3 billion,
or $56 per share hostile takeover bid for Wallace, through its wholly owned
subsidiary FRDK, Inc. The all-cash tender offer represents a 27% premium over
Wallace's $44 closing price on July 28, l995, the last trading day before the
Offer. According to Moore, its bid represents a 42% premium over Wallace's
average trading price for the past 30 days and an 84% premium over the Wallace
stock price on February 24, l995, the day when Moore initially contacted Wallace
to discuss a transaction.

8. According to Moore, in February 1995, Moore attempted to initiate
discussions with Wallace regarding a possible business combination between Moore
and Wallace. In response, defendant Cronin, the President and CEO of Wallace,
adivsed Mr. Reto Braun, Chairman of Moore, that Wallace's Board of Directors had
considered Moore's proposal, was not interested in any such combination and
would not pursue the matter further. All efforts by Moore to engage in further
discussions with Wallace concerning a possible business combination with Moore
since that time have been rebuffed by Wallace.

9. In addition to its expressing its opposition to Moore's
overtures, the Individual Defendants have taken specific steps since Moore's
initial approach in February 1995 to create additional obstacles to any merger.
Under a Bylaw provision purportedly adopted in June 1995, and publicly disclosed
only two weeks ago, any business to be raised by a stockholder at the annual
meeting must now be presented sixty (60) days before the meeting. Also, the
Individual Defendants approved a "golden parachute" employment contract with
defendant Cronin, which among other things, provides that defendant Cronin will
receive millions of dollars

-4-

<PAGE>

from Wallace, including reimbursement of tax penalties, in the event of a
takeover and a change in his job duties. Such contract is purportedly
retroactive to January 1995.

10. In a July 30, l995 letter to defendants Dimitrou (Wallace's
Chairman) and Cronin (Wallace's Chief Executive Officer and President), Reto
Braun, Moore's president and Chief Executive Officer, wrote: "We are confident
that your shareholders will find our offer compelling." The July 30, l995
letter also stated:

. . . unfortunately your board specifically rejected our
proposal to discuss a strategic business combination. We
therefore felt we had no choice but to proceed with an offer
directly to your shareholders.

The letter continued on to say that "We stand ready to meet with you and the
Wallace Board at any time to discuss any aspect of our proposed combination..."

11. Moore, a market leader in business forms which provides database-
management services and business services asserts that the combination of it and
Wallace will provide savings and spread products over more customers, resulting
in a "perfect fit."

12. Moore appears to have the necessary financial wherewithal to
complete the transaction, with no debt and over $500 million in cash on its
books. On July 31, 1995 Moore filed a lawsuit in United States District Court
for the District of Delaware against Wallace and the Individual Defendants
seeking, INTER ALIA, injunctive relief to prevent defendants from thwarting
Moore's offer to acquire Wallace.

13. The Individual Defendants have breached and are continuing to
breach their fiduciary duties of due care to Wallace stockholders by failing to
take all reasonable steps to maximize shareholder value. These defendants have
rebuffed Moore's requests to discuss a

-5-

<PAGE>

potential transaction since February 24, l995, despite numerous invitations by
Moore to have such discussions. These invitations were not made public until
Moore's July 30, l995 announcement.

14. As members of the Wallace Board of Directors, the Individual
Defendants owe to Wallace stockholders certain fiduciary duties, including the
highest obligations of due care, good faith, loyalty, candor and the duty to
maximize shareholder value. Their failure to even enter into discussions with
Moore or any other person or entity who wishes to offer Wallace a means by which
to maximize shareholder value is clear evidence that they are not acting in the
best interests of their stockholders.

15. As a result of the foregoing, Wallace and the Individual
Defendants have breached their fiduciary duties of good faith, fair dealing,
loyalty and candor, and have failed to maximize shareholder value owned to
plaintiff and the Class.

16. Plaintiff and the Class have no adequate remedy at law.

WHEREFORE, plaintiff prays for judgment and relief as follows:

(A) Declaring that this lawsuit is properly maintainable as a class
action and certifying plaintiff as a representative of the Class;

(B) Ordering defendants to carry out their fiduciary duties to
plaintiff and the other members of the Class, including those of due care,
candor and loyalty;

(C) Requiring defendants and their counsel, agents, employees and all
persons acting under, in concert with, or for them, to enter into discussions
with Moore, or any other person or entity which could lead to a transaction
which would serve to maximize shareholder value;

-6-

<PAGE>

(D) Enjoining defendants from enacting or implementing a poison pill
or other techniques to defend against the Moore offer, or any other offer, until
such offer has been fully explored;

(E) Awarding compensatory damages against defendants individually and
severally in an amount to be determined at trial, together with prejudgment
interest at the maximum rate allowable by law;

(F) Awarding plaintiff costs and disbursements and reasonable
allowances for plaintiff's counsel and experts' fees and expenses; and

(G) Granting such other and further relief as the Court may deem just
and proper.

Dated: August 3, 1995

ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.

By:
----------------------------------------
First Federal Plaza, Suite 214
P.O. Box 1070
Wilmington, DE l9899-1070
(302) 656-4433
Attorneys for Plaintiff

OF COUNSEL:

SAVETT FRUTKIN PODELL & RYAN, P.C.
Suite 508
320 Walnut Street
Philadelphia, PA 19106
(215) 923-5400

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Exhibit 13

[LOGO]
WALLACE COMPUTER SERVICES, INC.

OFFICE OF THE PRESIDENT AND
CHIEF EXECUTIVE OFFICER

July 31, 1995

Dear Fellow Wallace Stockholders:

By now you have undoubtedly heard that Wallace is the subject of an unsolicited
takeover proposal by Moore Corporation, one of our competitors based in Canada.

The Board of Directors of Wallace will consider the proposal in due course,
following which we will promptly communicate to you the Board's determination
(which communication will in no event be later than 10 business days after
Moore's commencement of a tender offer). Until such time, we urge you to take
no action with respect to your holdings of Wallace.

Speaking for the entire Board of Directors and my fellow employees of Wallace, I
want to thank you for your continued long-standing support. We will keep you
informed of developments.

Sincerely,

Robert J. Cronin
President and
Chief Executive Officer

RJC/atk

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Exhibit 14

Contact: Michael J. Halloran

708 - 449 - 8600

Hillside, Illinois July 31, 1995 -- Wallace Computer Services, Inc. (NYSE:WCS)
announced that it has sent the following letter to the Chief Executive Officer
of Moore Corporation Limited, which yesterday announced an unsolicited proposal
to acquire Wallace for $56 per share in cash:

Dear Mr. Braun:

We have received your letter dated July 30, 1995 in which you have proposed
an acquisition of Wallace Computer Services, Inc. at $56 per share in cash.
With the assistance of financial and legal advisors, the Board of Directors
of Wallace will consider the proposal in due course. Goldman, Sachs & Co.
has been retained in this regard. After the Board has determined its
position with respect to the proposal, we will inform you. If appropriate
at that time, we will also respond to various assertions in your letter and
public statements.

Sincerely,

Robert J. Cronin
President and CEO

Wallace is a leader in the manufacture and distribution of consumable products
for solving information processing problems. The company is headquartered in
Hillside, Illinois and has manufacturing, distribution and sales facilities
throughout the United States.