<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
AMENDMENT NO. 3
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________________
WALLACE COMPUTER SERVICES, INC.
(NAME OF SUBJECT COMPANY)
WALLACE COMPUTER SERVICES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
_______________________
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)
_______________________
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:
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
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<PAGE>
This Amendment No. 3 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on August 15, 1995 (as amended, the "Schedule
14D-9") by Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), relating 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"), to purchase all outstanding shares of the
Company's common stock, par value $1.00 per share, including associated
preferred stock purchase rights, 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 of the Bidder and Moore dated August 2, 1995 and in the
related Letter of Transmittal. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
(b)(1) ARRANGEMENTS WITH EXECUTIVE OFFICERS, DIRECTORS OR AFFILIATES
OF THE COMPANY.
Item 3(b)(1) of the Schedule 14D-9 is hereby amended and supplemented
as follows:
On September 6, 1995, the Board of Directors of the Company
approved and adopted amendments to the Wallace Computer Services, Inc.
Employee Severance Pay Plan (the "Employee Plan"), the Wallace Computer
Services, Inc. Executive Severance Pay Plan (the "Executive Pay Plan"), the
Wallace Computer Services, Inc. Executive Incentive Plan (the "Executive
Incentive Plan") and the Wallace Computer Services, Inc. Deferred
Compensation/Capital Accumulation Plans for 1990, 1991, 1993, 1994 and 1995
(the "Deferred Compensation Plans") (the Employee Plan, the Executive Pay
Plan, the Executive Incentive Plan and the Deferred Compensation Plans are
referred to collectively as the "Benefit Plans") to increase the number of
incumbent directors that must cease to be directors before a "Material
Change" shall occur under the Benefit Plans. The amendments provide that a
"Material Change" shall be deemed to have occurred when, among other things,
individuals who, as of September 6, 1995, constitute the Board of Directors
of the Company (the "Incumbent Board") cease for any reason to constitute at
least a majority of such Board; PROVIDED, HOWEVER, that any individual who
becomes a member of the Board of Directors of the Company subsequent to such
date whose election, or nomination for election by the stockholders of the
Company, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be deemed to be a member of the
Incumbent Board; and PROVIDED FURTHER, that no individual whose election or
initial assumption of office as a director of the Company occurs as a result
of an actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended) with respect to the election or removal of directors, or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board of Directors of the Company, shall
be deemed to be a member of the Incumbent Board. The Board of Directors also
approved and adopted an amendment to the Employee Plan to provide that the
amount of the severance benefit payable upon certain terminations of
employment as provided in the Employee Plan after the occurrence of a
Material Change to certain participants, as designated by the Compensation
Committee of the Board of Directors from time to time, shall be not less than
one year of Annual Compensation (as defined in the Employee Plan). On
September 6, 1995, the Compensation Committee designated 37 participants for
this purpose. Copies of the form of amendment to each of the Benefit Plans
are filed as Exhibit 17 hereto and are incorporated herein by reference, and
the foregoing description of the amendments is qualified in its entirety by
reference to such Exhibit. The Board of Directors also approved the
reclassification of four employees that were not executive officers of the
Company from Level I Participants to Level II Participants under the
Executive Pay Plan.
On September 6, 1995, the Board of Directors of the Company
approved and adopted Amendment No. 36 to the Wallace Computer Services, Inc.
Profit Sharing and Retirement Plan (the "Profit Sharing Plan") and Amendment
No. 6 to the Wallace Computer Services, Inc. Profit Sharing and Retirement
Trust Agreement (the "Profit Sharing Trust") (collectively, the "Amendments")
which provide, among other things, that (i) each plan participant is allowed
to give voting instructions, in the manner prescribed by the trustee, with
respect to the number of Shares represented by such plan participant's
proportionate interest in the trust under the Profit Sharing Plan and (ii)
each plan participant is allowed to instruct the trustee regarding how to
respond to a tender offer with respect to the number of Shares represented by
such plan participant's interest in the trust under the Profit Sharing Plan.
Copies of the forms of Amendments are filed as Exhibit 18 hereto and are
incorporated herein by reference, and the foregoing description of
-1-
<PAGE>
the Amendments is qualified in its entirety by reference to such Exhibit. On
September 6, 1995, the Board of Directors also authorized certain officers of
the Company to appoint on behalf of the Company an independent institutional
trustee to replace the current individual trustees under the Profit Sharing
Trust with respect to the Shares held thereunder.
On September 6, 1995, the Board of Directors of the Company
approved and adopted Amendment No. 1 ("Amendment No. 1") to the Wallace
Computer Services, Inc. Long-Term Performance Plan (the "LTP Plan"), which
Amendment No. 1 added a provision relating to the treatment of awards in the
event of a "Material Change." The definition of "Material Change" provided
in Amendment No. 1 is substantially similar to the definition of Material
Change contained in the Employee Plan, the Executive Pay Plan and the Executive
Incentive Plan. Amendment No. 1 provides, among other things, that
(i) a plan participant's accrued bonus balance under the LTP Plan will not be
reduced below the amount of the plan participant's accrued bonus balance
as calculated after inclusion of the plan participant's award, if
any, for the Plan Year (as defined in the LTP Plan) immediately preceding the
Plan Year during which the Material Change occurs and (ii) an individual who
is a plan participant immediately prior to the occurrence of a Material
Change (a "Protected Participant") will be entitled to receive payment of
such participant's accrued bonus balance if, at any time during the two-year
period beginning on the date that the Material Change occurs, the Protected
Participant's employment with the Company terminates, whether voluntarily or
involuntarily, for any reason other than for Cause (as defined in Amendment
No. 1) or on account of the Protected Participant's death or permanent
disability (in which event the Protected Participant or his or her
beneficiaries, as the case may be, are entitled to the benefits otherwise
provided by the LTP Plan). A copy of Amendment No. 1 is filed as Exhibit 19
hereto and is incorporated herein by reference, and the foregoing description
of Amendment No. 1 is qualified in its entirety by reference to such Exhibit.
On September 8, 1995, the Company issued a press release relating to
the amendments described above. A copy of such press release is filed hereto as
Exhibit 20 and is incorporated herein by reference.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6(a) of the Schedule 14D-9 is hereby amended and supplemented as
follows:
(a) Mr. William N. Lane III, a director of the Company, is one of
two individual co-trustees of a trust which beneficially owns Shares. Under
the terms of the trust, either individual co-trustee may direct the purchase
or sale of Shares held by the trust. On August 4, 1995, at the direction of
the other individual co-trustee, the trust purchased on the open market
5,000 Shares. Mr. Lane was first advised of this transaction on September 6,
1995.
Mr. Lane is also one of two individual co-trustees of a separate
trust which also beneficially owns Shares. Under the terms of the trust,
either individual co-trustee may direct the purchase or sale of Shares held
by the trust. On August 4, 1995, at the direction of the other individual
co-trustee, the trust sold on the open market 3,800 Shares. Mr. Lane was
first advised of this transaction on September 6, 1995.
-2-
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 17 Form of Amendment No. 1 to the Wallace Computer Services,
Inc. Employee Severance Pay Plan, Form of Amendment No. 1 to
the Wallace Computer Services, Inc. Executive Severance Pay
Plan, Form of Amendment No. 4 to the Wallace Computer
Services, Inc. Executive Incentive Plan and Form of
Amendment No. 1 to the Wallace Computer Services, Inc.
Deferred Compensation/Capital Accumulation Plans for 1990,
1991, 1993, 1994 and 1995
Exhibit 18 Form of Amendment No. 36 to the Wallace Computer Services,
Inc. Profit Sharing Plan and Form of Amendment No. 6 to the
Wallace Computer Services, Inc. Profit Sharing and
Retirement Trust Agreement
Exhibit 19 Form of Amendment No. 1 to the Wallace Computer Services,
Inc. Long-Term Performance Plan
Exhibit 20 Text of Press Release dated September 8, 1995 issued by the
Company
-3-
<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: September 8, 1995
-4-
<PAGE>
EXHIBIT INDEX
Exhibit 17 Form of Amendment No. 1 to the Wallace Computer Services,
Inc. Employee Severance Pay Plan, Form of Amendment No. 1 to
the Wallace Computer Services, Inc. Executive Severance Pay
Plan, Form of Amendment No. 4 to the Wallace Computer
Services, Inc. Executive Incentive Plan and Form of
Amendment No. 1 to the Wallace Computer Services, Inc.
Deferred Compensation/Capital Accumulation Plans for 1990,
1991, 1993, 1994 and 1995
Exhibit 18 Form of Amendment No. 36 to the Wallace Computer Services,
Inc. Profit Sharing Plan and Form of Amendment No. 6 to the
Wallace Computer Services, Inc. Profit Sharing and
Retirement Trust Agreement
Exhibit 19 Form of Amendment No. 1 to the Wallace Computer Services,
Inc. Long-Term Performance Plan
Exhibit 20 Text of Press Release dated September 8, 1995 issued by the
Company
-5-
<PAGE>
WALLACE COMPUTER SERVICES, INC.
EMPLOYEE SEVERANCE PAY PLAN
AMENDMENT NO. 1
----------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a severance pay plan for the
benefit of certain of its employees designated the "Wallace Computer Services,
Inc. Employee Severance Pay Plan" (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Subsection 8.1 of the Plan permits the Company to amend the
Plan, subject to a limitation set forth in Subsection 8.2 of the Plan which
prohibits the amendment of the Plan on or after the occurrence of a "Material
Change" (as defined in the Plan) if such amendment is adverse to the interests
of Plan participants and their beneficiaries; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Subsection 8.1 of the Plan, the Plan is hereby amended in the following
respects:
1. Subsection 4.2 of the Plan is amended to add a new paragraph at
the end thereof to read as follows:
Notwithstanding the foregoing, with respect to each Protected
Participant who is listed on Appendix A hereto (such list to be compiled
and modified from time to time by the Compensation Committee of the Board
of Directors), the amount determined in Paragraph (a) above shall in no
event be less than the Protected Participant's Annual Compensation
<PAGE>
(as defined below) multiplied by one (1). For purposes of the Plan, the
"ANNUAL COMPENSATION" of a Protected Participant shall be the sum of: (i)
the amount of the annual rate of base salary being paid to the Protected
Participant by Wallace and the Subsidiaries (as defined below) immediately
prior to the date that the Material Change occurs, determined before the
reduction or deduction for his tax obligations and his contributions with
respect to employee benefit plans, including, without limitation,
reductions in salary under any salary reduction agreement relating to the
Wallace Computer Services, Inc. Profit Sharing and Retirement Plan or
Wallace's Deferred Compensation/Capital Accumulation Plans; plus (ii) the
aggregate amount of the bonuses and other incentive compensation (other
than stock, stock options and stock appreciation rights) awarded (whether
payable currently or deferred) to the Protected Participant by Wallace or
any Subsidiary for the most recently completed fiscal year for which
bonuses have been awarded before the Material Change occurs. For purposes
of the Plan, the term "SUBSIDIARY" means any corporation in which Wallace
owns directly or indirectly, through an unbroken chain of subsidiary
corporations, stock possessing voting power sufficient to elect a majority
of the directors of that corporation.
2. Clause (b) of Subsection 4.6 of the Plan is amended to read as
follows:
(b) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; provided, however, that any
individual who becomes a member of the Board of Directors of the Company
subsequent to such date whose election, or nomination for election by the
stockholders of the Company, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be deemed to be
a member of the Incumbent Board; and PROVIDED FURTHER, that no individual
whose election or initial assumption of office as a director of the Company
occurs as a result of an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended) with respect to the election
or removal of directors, or any other actual or threatened solicitation of
proxies or consents by or on behalf of any person other than the Board of
Directors of the Company, shall be deemed to be a member of the Incumbent
Board; or
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
EXECUTIVE SEVERANCE PAY PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a severance pay plan for the
benefit of certain of its executive employees designated the "Wallace Computer
Services, Inc. Executive Severance Pay Plan" (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Subsection 6.1 of the Plan permits the Company to amend the
Plan, subject to a limitation set forth in Subsection 6.2 of the Plan which
prohibits the amendment of the Plan on or after the occurrence of a "Material
Change" (as defined in the Plan) if such amendment is adverse to the interests
of Plan participants and their beneficiaries; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Subsection 6.1 of the Plan, clause (b) of Subsection 3.3 of the Plan is hereby
amended to read as follows:
(b) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; PROVIDED, HOWEVER, that any
individual who becomes a member of the Board of Directors of the Company
subsequent to such date whose election, or nomination for election by the
stockholders of the Company, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be deemed to be
a member of the Incumbent Board; and PROVIDED FURTHER, that no individual
whose election or initial
<PAGE>
assumption of office as a director of the Company occurs as a result of an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended) with respect to the election or removal of directors, or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board of Directors of the Company,
shall be deemed to be a member of the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
EXECUTIVE INCENTIVE PLAN
AMENDMENT NO. 4
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a bonus plan for the benefit of
certain of its employees designated the "Wallace Computer Services, Inc.
Executive Incentive Plan" (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Section 7 of the Plan generally permits the Company to amend
the Plan, subject to a limitation set forth in Subsection 10.8 of the Plan which
prohibits the amendment of Section 10 of the Plan (which contains certain
provisions which apply upon the occurrence of a "Material Change," as defined in
the Plan) on or after the occurrence of a Material Change; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 7 of the Plan, clause (b) of Subsection 10.4 of the Plan is hereby
amended to read as follows:
(b) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; PROVIDED, HOWEVER, that any
individual who becomes a member of the Board of Directors of the Company
subsequent to such date whose election, or nomination for election by the
stockholders of the Company, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be deemed to be
a member of the Incumbent Board; and PROVIDED FURTHER, that no individual
whose election or initial
<PAGE>
assumption of office as a director of the Company occurs as a result of an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended) with respect to the election or removal of directors, or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board of Directors of the Company,
shall be deemed to be a member of the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
1990 DEFERRED COMPENSATION/CAPITAL ACCUMULATION PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a non-qualified deferred
compensation arrangement for the benefit of certain of its employees designated
the "Wallace Computer Services, Inc. 1990 Deferred Compensation/Capital
Accumulation Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Section 21 of the Plan generally permits the Company to amend
the Plan, subject to a limitation set forth in paragraph F of Section 10 of the
Plan which prohibits the amendment of Section 10 of the Plan (which contains
certain provisions which apply upon the occurrence of a "Material Change," as
defined in the Plan) on or after the occurrence of a Material Change; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 21 of the Plan, clause (2) of paragraph A of Section 10 of the Plan is
hereby amended to read as follows:
(2) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; PROVIDED,
HOWEVER, that any individual who becomes a member of the Board of
Directors of the Company subsequent to such date whose election, or
nomination for election by the stockholders of the Company, was
approved by a vote of
<PAGE>
at least a majority of the directors then comprising the Incumbent
Board shall be deemed to be a member of the Incumbent Board; and
PROVIDED FURTHER, that no individual whose election or initial
assumption of office as a director of the Company occurs as a result
of an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended) with respect to the election or
removal of directors, or any other actual or threatened solicitation
of proxies or consents by or on behalf of any person other than the
Board of Directors of the Company, shall be deemed to be a member of
the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
1991 DEFERRED COMPENSATION/CAPITAL ACCUMULATION PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a non-qualified deferred
compensation arrangement for the benefit of certain of its employees designated
the "Wallace Computer Services, Inc. 1991 Deferred Compensation/Capital
Accumulation Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Section 21 of the Plan generally permits the Company to amend
the Plan, subject to a limitation set forth in paragraph F of Section 10 of the
Plan which prohibits the amendment of Section 10 of the Plan (which contains
certain provisions which apply upon the occurrence of a "Material Change," as
defined in the Plan) on or after the occurrence of a Material Change; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 21 of the Plan, clause (2) of paragraph A of Section 10 of the Plan is
hereby amended to read as follows:
(2) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; PROVIDED, HOWEVER,
that any individual who becomes a member of the Board of
<PAGE>
Directors of the Company subsequent to such date whose election, or
nomination for election by the stockholders of the Company, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be deemed to be a member of the
Incumbent Board; and PROVIDED FURTHER, that no individual whose
election or initial assumption of office as a director of the Company
occurs as a result of an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended) with respect to the
election or removal of directors, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board of Directors of the Company, shall be deemed to
be a member of the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
1993 DEFERRED COMPENSATION/CAPITAL ACCUMULATION PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a non-qualified deferred
compensation arrangement for the benefit of certain of its employees designated
the "Wallace Computer Services, Inc. 1993 Deferred Compensation/Capital
Accumulation Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Section 21 of the Plan generally permits the Company to amend
the Plan, subject to a limitation set forth in paragraph F of Section 10 of the
Plan which prohibits the amendment of Section 10 of the Plan (which contains
certain provisions which apply upon the occurrence of a "Material Change," as
defined in the Plan) on or after the occurrence of a Material Change; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 21 of the Plan, clause (2) of paragraph A of Section 10 of the Plan is
hereby amended to read as follows:
(2) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; PROVIDED, HOWEVER,
that any individual who becomes a member of the Board of
<PAGE>
Directors of the Company subsequent to such date whose election, or
nomination for election by the stockholders of the Company, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be deemed to be a member of the
Incumbent Board; and PROVIDED FURTHER, that no individual whose
election or initial assumption of office as a director of the Company
occurs as a result of an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended) with respect to the
election or removal of directors, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board of Directors of the Company, shall be deemed to
be a member of the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
1994 DEFERRED COMPENSATION/CAPITAL ACCUMULATION PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a non-qualified deferred
compensation arrangement for the benefit of certain of its employees designated
the "Wallace Computer Services, Inc. 1994 Deferred Compensation/Capital
Accumulation Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Section 21 of the Plan generally permits the Company to amend
the Plan, subject to a limitation set forth in paragraph F of Section 10 of the
Plan which prohibits the amendment of Section 10 of the Plan (which contains
certain provisions which apply upon the occurrence of a "Material Change," as
defined in the Plan) on or after the occurrence of a Material Change; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 21 of the Plan, clause (2) of paragraph A of Section 10 of the Plan is
hereby amended to read as follows:
(2) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; PROVIDED, HOWEVER,
that any individual who becomes a member of the Board of
<PAGE>
Directors of the Company subsequent to such date whose election, or
nomination for election by the stockholders of the Company, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be deemed to be a member of the
Incumbent Board; and PROVIDED FURTHER, that no individual whose
election or initial assumption of office as a director of the Company
occurs as a result of an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended) with respect to the
election or removal of directors, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board of Directors of the Company, shall be deemed to
be a member of the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
1995 DEFERRED COMPENSATION/CAPITAL ACCUMULATION PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a non-qualified deferred
compensation arrangement for the benefit of certain of its employees designated
the "Wallace Computer Services, Inc. 1995 Deferred Compensation/Capital
Accumulation Plan" (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
WHEREAS, Section 21 of the Plan generally permits the Company to amend
the Plan, subject to a limitation set forth in paragraph F of Section 10 of the
Plan which prohibits the amendment of Section 10 of the Plan (which contains
certain provisions which apply upon the occurrence of a "Material Change," as
defined in the Plan) on or after the occurrence of a Material Change; and
WHEREAS, a Material Change has not occurred as of the date of the
adoption of this amendment;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 21 of the Plan, clause (2) of paragraph A of Section 10 of the Plan is
hereby amended to read as follows:
(2) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; PROVIDED, HOWEVER,
that any individual who becomes a member of the Board of
<PAGE>
Directors of the Company subsequent to such date whose election, or
nomination for election by the stockholders of the Company, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be deemed to be a member of the
Incumbent Board; and PROVIDED FURTHER, that no individual whose
election or initial assumption of office as a director of the Company
occurs as a result of an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended) with respect to the
election or removal of directors, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board of Directors of the Company, shall be deemed to
be a member of the Incumbent Board; or
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
PROFIT SHARING AND RETIREMENT FUND
AMENDMENT NO. 36
This Amendatory Agreement adopted as of the 6th day of September,
1995, by Wallace Computer Services, Inc., a Delaware corporation, having its
principal place of business in Hillside, Illinois (hereinafter referred to as
the "Company"), and is delivered to the Trustees under the terms of the Trust
Agreement dated July 30, 1952, as amended and restated, establishing the Wallace
Computer Services, Inc. Profit Sharing and Retirement Fund (hereinafter referred
to as the "Plan").
W I T N E S S E T H
WHEREAS, Article X of the Plan permits the Company to amend the Plan
subject to the terms and conditions therein specified; and
WHEREAS, the Board of Directors of the Company, by action taken
September 6, 1995, authorizes the amendment hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the Company adopts the amendment hereinafter set forth:
<PAGE>
1. The Plan is amended by adding the following new Article XIV thereto
immediately after Article XIII thereof, renumbering the existing articles
designated Articles XIV and XV (and each reference thereto) accordingly:
ARTICLE XIV
-----------
STOCKHOLDER RIGHTS WITH RESPECT TO COMPANY STOCK
14.1. VOTING SHARES OF COMPANY STOCK. The Trustee shall vote,
in person or by proxy, shares of common stock of the Company ("Company
Stock") held by the Trustee in Fund A as instructed by Participants (and
Beneficiaries) in accordance with the terms of the Trust Agreement. Each
Participant (or Beneficiary) shall be entitled to give voting instructions,
in the time and manner prescribed by the Trustee, with respect to the
number of shares of represented by the balance allocated to his or her
Accounts representing the proportional interest in Fund A of such
Participant (or Beneficiary), determined as of the Valuation Date which
coincides with or immediately precedes the record date of any vote.
Written notice of any meeting of stockholders of the Company and a request
for voting instructions shall be given by the Trustee, at such time and in
such manner as the Trustee shall determine to each Participant (or
Beneficiary) entitled to give instructions for voting shares of Company
Stock at such meeting. The Company shall establish and pay for a means by
which such voting instructions can expeditiously be delivered to the
Trustee. All such instructions shall be confidential and shall not be
disclosed to any person, including the Company. Subject to applicable law,
the Trustee shall vote those shares of Company Stock credited to the
Accounts of Participants (or Beneficiaries) for which no voting directions
were received, plus shares not credited to such Accounts (if any), in the
same proportion on each issue as it votes those shares reflecting the
balances of Accounts of Participants (or Beneficiaries) invested in Fund A
for which it received voting directions.
14.2. TENDER OFFERS. (a) RIGHTS OF PARTICIPANTS. In the event
a tender offer is made generally to the stockholders of the Company to
transfer all or a portion of their shares of Company Stock in return for
valuable consideration, including, but not limited to, offers regulated by
section 14(d) of the Securities Exchange
<PAGE>
Act of 1934, as amended, the Trustee shall respond to such tender offer in
respect of shares of Company Stock held by the Trustee in Fund A pursuant
to instructions obtained from Participants (or Beneficiaries), in
accordance with the terms of the Trust Agreement. Each Participant (or
Beneficiary) shall be entitled to instruct the Trustee regarding how to
respond to any such tender offer with respect to the number of shares of
Company Stock represented by the balance allocated to his or her Accounts
representing the proportional interest in the Fund A of such Participant
(or Beneficiary), determined as of the Valuation Date which coincides with
or immediately precedes the record date of any tender offer. A Participant
(or Beneficiary) shall not be limited in the number of instructions to
tender or withdraw from tender which he or she can give, but a Participant
(or Beneficiary) shall not have the right to give instructions to tender or
withdraw from tender after a reasonable time established by the Trustee in
accordance with the terms of the Trust Agreement.
(b) DUTIES OF THE COMPANY. Within a reasonable time after the
commencement of a tender offer, the Company shall cause the Trustee to
provide to each Participant or Beneficiary, as the case may be:
(i) the offer to purchase as distributed by the offeror to the
stockholders of the Company,
(ii) a statement of the shares of Company Stock attributable to
the proportional interest in Fund A represented by the balance
allocated to his or her Accounts, and
(iii) directions as to the means by which instructions with
respect to the tender offer can be given.
The Company shall establish and pay for a means by which
instructions with respect to a tender offer can expeditiously be delivered
to the Trustee. All such instructions shall be confidential and shall not
be disclosed to any person, including the Company. The Company at its
election may engage an agent to receive such instructions and transmit them
to the Trustee.
For purposes of allocating the proceeds of any sale or exchange
pursuant to a tender offer, the Trustee shall then treat as having been
sold or exchanged from each of the individual Accounts of Participants (and
Beneficiaries) who provided timely directions to the Trustee under
<PAGE>
this Section that number of shares of Company Stock represented by the
Participant's (or Beneficiary's) proportional interest in Fund A (if any)
subject to such directions and the proceeds of such sale or exchange shall
be allocated accordingly. Any proceeds shall be invested in Fund A.
(c) DUTIES OF THE TRUSTEE. In accordance with the terms of the
Trust Agreement, the Trustee shall follow the instructions of the
Participants (and Beneficiaries) with respect to the tender offer as
transmitted to the Trustee, and shall establish a reasonable time, taking
into account the time restrictions of the tender offer, after which it
shall not accept instructions of Participants (or Beneficiaries). Subject
to applicable law, the Trustee shall tender a number of shares of Company
Stock for which it receives no instructions, or which are not reflected in
the balances allocated to the Accounts of Participants (or Beneficiaries),
if any, determined by multiplying the total number of such shares by a
fraction, the numerator of which is the number of shares of Common Stock in
Fund A reflected in the balances of Accounts of Participants (or
Beneficiaries) for which instructions to tender are given, and the
denominator of which is the total number of shares reflected in such
Accounts.
14.3. DESIGNATION OF PARTICIPANTS AND BENEFICIARIES AS NAMED
FIDUCIARIES. Each Participant and Beneficiary shall be a "named fiduciary"
(as defined in section 402(a) of ERISA) for purposes of directing the
Trustee with respect to the voting or tendering of shares of Company stock
pursuant to this Article.
2. This Amendment shall become effective as of September 6, 1995 upon the
condition that said Amendment will not adversely affect the previous ruling
issued by the U.S. Treasury Department, or any ruling issued pursuant to an
application pending with the U.S. Treasury Department, with respect to the
status of the Wallace Computer Services, Inc. Profit Sharing and Retirement
Fund. The Plan Administrator shall have all necessary and required authority
and power to implement this Amendment.
<PAGE>
3. All of the terms and conditions of said Plan, as heretofore amended,
except as herein specifically modified, shall remain in full force and effect.
IN WITNESS WHEREOF, Wallace Computer Services, Inc. has caused these
presents to be executed in its name by its proper officers and its duly attested
Corporate Seal to be hereunto affixed pursuant to the authority granted by its
Board of Directors.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
Title: ___________________________
ATTEST:
_________________________________
Secretary
<PAGE>
WALLACE COMPUTER SERVICES, INC.
PROFIT SHARING AND RETIREMENT TRUST AGREEMENT
AMENDMENT NO. 6
---------------------------------------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore entered into an agreement with certain individuals
(the "Trustees") designated the "Wallace Computer Services, Inc. Profit Sharing
and Retirement Trust Agreement" (the "Trust Agreement") in order to fund
benefits under the Wallace Computer Services, Inc. Profit Sharing and Retirement
Plan; and
WHEREAS, the Board of Directors of the Company, by action taken
September 6, 1995, authorizes the amendment hereinafter set forth;
NOW, THEREFORE, the Trust Agreement is hereby amended to add a new
Article after Article Twelve thereof to read as follows:
ARTICLE THIRTEEN: SPECIAL PROVISIONS RELATED TO
VOTING AND TENDERING OF COMPANY STOCK
-------------------------------------
The following provisions of this Article shall govern the voting or
tendering of common stock of the Company ("Company Stock") held in the
Trust Fund:
13.1. (1) When the issuer of the Company Stock files
preliminary proxy solicitation materials with the Securities and
Exchange Commission, the Company shall cause a copy of all materials
to be sent to the Trustee. Based on such materials, the Trustee shall
prepare a voting instruction form. At the time of mailing of notice
of each annual or special stockholders' meeting of the issuer of the
Company Stock, the Company shall provide and the Trustee shall cause a
copy of the notice and all proxy solicitation materials to be sent to
each Plan participant with an interest in any portion of the Trust
Fund invested
<PAGE>
partially or wholly in Company Stock (each such portion referred to
collectively herein as "Fund A"), together with the foregoing voting
instruction form to be returned to the Trustee or its designee. The form
shall show the proportional interest in the number of full and fractional
shares of Company Stock represented by the proportional interest in Fund A
represented by the balance credited to the participant's accounts. The
Trustee shall certify to the Company that the materials have been mailed or
otherwise sent to participants.
(2) Each participant with an interest in Fund A shall have the
right to direct the Trustee as to the manner in which the Trustee is
to vote (or abstain from voting) the number of shares of Company Stock
reflecting such participant's proportional interest in Fund A,
regardless of the extent to which the participant is vested in his or
her accounts under the Plan. Such direction shall be given in the
participant's capacity as a "named fiduciary" within the meaning of
section 402(a) of ERISA. Directions from a participant to the Trustee
concerning the voting of Company Stock shall be communicated in the
manner prescribed by the Trustee. All such directions shall be held
in confidence by the Trustee and shall not be disclosed to any person,
including the Company. Upon its receipt of the directions, the
Trustee shall vote the shares of Company Stock reflecting the
participant's interest in Fund A as directed by the participant.
(3) Subject to applicable law, the Trustee shall vote those
shares of Company Stock credited to participants' accounts for which
no voting directions were received, plus shares not credited to
participants' account (if any), in the same proportion on each issue
as it votes those shares reflecting participants' proportional
interest in Fund A for which it received voting directions from
participants.
13.2. (1) Upon commencement of a tender offer for Company
Stock, the Company shall instruct the Trustee to notify each Plan
participant with an interest in Fund A of such tender offer and
utilize its best efforts to timely distribute or cause to be
distributed to such participants the same information that is
distributed to stockholders of the issuer of Company Stock in
connection with the tender offer. The
<PAGE>
Company shall provide the Trustee with a copy of any materials provided to
the participants and the Trustee shall certify to the Company that the
materials have been mailed or otherwise sent to participants.
(2) Each participant shall have the right to direct the Trustee
to tender or not to tender some or all of the shares of Company Stock
represented by such participant's proportional interest in Fund A,
regardless of the extent to which the participant is vested in his or
her accounts under the Plan. Such direction shall be given in the
participant's capacity as a "named fiduciary" within the meaning of
section 402(a) of ERISA. Directions from a participant to the Trustee
concerning the tender of Company Stock shall be communicated in the
manner prescribed by the Trustee. Such directions shall be held in
confidence by the Trustee and shall not be disclosed to any person,
including the Company, except to the extent that the consequences of
such directions are reflected in reports regularly communicated to any
such persons in the ordinary course of the performance of the
Trustee's services hereunder. Subject to applicable law, the Trustee
shall tender or not tender shares of Company Stock as directed by the
participant.
(3) Subject to applicable law, the Trustee shall tender that
number of shares of Company Stock credited to participants' accounts
for which no instructions with respect to tendering were received,
plus shares not credited to participants' accounts (if any), which is
determined by multiplying the total number of such shares by a
fraction, the numerator of which is the number of shares of Company
Stock reflecting participants' interests in Fund A for which the
Trustee has received directions from participants to tender (which
directions have not been withdrawn as of the date of this
determination) and the denominator of which is the total number of
shares of Company Stock reflected in the proportional interests in
Fund A of all participants under the Plan.
(4) A participant who has directed the Trustee to tender some or
all of the shares of Company Stock represented by the participant's
interest in Fund A may, at any time prior to the tender offer
withdrawal deadline, direct the Trustee to withdraw some or all of the
tendered shares represented by the participant's interest in Fund A
and the Trustee shall withdraw the
<PAGE>
directed number of shares from the tender offer prior to such withdrawal
deadline. Prior to such withdrawal deadline, if any shares of Company
Stock for which no instructions were received from participants, or which
are not credited to participants' accounts (if any), have been tendered,
the Trustee shall redetermine the number of shares of Company Stock that
would be tendered under paragraph (3) of this Section, and withdraw from
the tender offer the number of shares, if any, of Company Stock represented
by the interests in Fund A not credited to participants' accounts to the
amount so redetermined. A participant who has directed the Trustee not to
tender some or all of the shares of Company Stock represented by the
participant's interest in Fund A may, at any time prior to the tender offer
withdrawal deadline, direct the Trustee to tender some or all of such
shares, and the number of shares to be tendered by the Trustee in
accordance with paragraph (3) of this Section shall be redetermined
accordingly. A participant shall not be limited as to the number of
directions to tender or withdraw that the participant may give to the
Trustee prior to the tender offer withdrawal deadline. The date of the
tender offer withdrawal deadline shall be determined by the Trustee.
(5) A direction by a participant to the Trustee to tender shares
of Company Stock represented by the participant's interest in Fund A
shall not be considered a written election under the Plan by the
participant to withdraw, or have distributed, any or all of such
interest. Rather, the Trustee shall credit to the account of each
participant in respect of which the tendered shares were taken the
proceeds received by the Trustee in exchange for the shares of Company
Stock tendered in respect of such interest. The Trustee shall invest
the proceeds in the manner prescribed by the Plan, or if the Plan is
silent in this regard, in the manner prescribed by the Committee.
13.3. For all purposes under this Article, the number of shares of
Company Stock represented by a participant's proportional interest in Fund
A shall be determined as of the Plan valuation date coinciding with or
immediately preceding the applicable record date for voting or tendering of
Company Stock, as the case may be.
13.4. All provisions in this Article shall also apply to any
securities received as a result of a conversion or distribution in respect
of Company Stock.
<PAGE>
13.5. The Company, after consultation with the Trustee, shall provide
and pay for all expenses associated with the delivery to the Trustee of
instructions of Plan participants regarding the voting and tendering of
Company Stock, and all other costs related thereto.
13.6. Each reference in this Article to a participant's interest in
the Trust Fund shall include any beneficiary's interest in the Trust Fund,
as the context requires.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
Title: ___________________________
ATTEST:
___________________________________
Secretary
Consented to by the Trustee, as of September ____, 1995:
______________________________ ______________________________
______________________________
<PAGE>
WALLACE COMPUTER SERVICES, INC.
LONG-TERM PERFORMANCE PLAN
AMENDMENT NO. 1
---------------
WHEREAS, Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore adopted and maintains a bonus plan for the benefit of
certain of its employees designated the "Wallace Computer Services, Inc. Long-
Term Performance Plan" (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, pursuant to the power of amendment contained in
Section 7(a) of the Plan, the Plan is amended to add a new section at the end
thereof to read as follows:
Section 10. MATERIAL CHANGE PROVISIONS.
10.1 APPLICATION. Notwithstanding any other provision of the
Plan, the provisions of this Section 10 shall apply on and after the date
that a Material Change (as hereinafter defined) occurs.
10.2 VESTING AND PAYMENT OF AWARDS. (a) VESTING.
Notwithstanding any provision of Section 6 to the contrary, a Participant's
accrued bonus balance under the Plan shall in no event be reduced below the
amount of the Participant's cumulative deferred balance as calculated after
inclusion of the Participant's award, if any, for the Plan Year immediately
preceding the Plan Year during which the Material Change occurs.
(b) PAYMENT. Notwithstanding any provision of Section 6 to the
contrary, an individual who is a Participant immediately prior to the
occurrence of a Material Change (a "Protected Participant") shall be
entitled to receive payment of his accrued bonus balance pursuant to this
paragraph (b) if, at any time during the two-year period beginning on the
date that the Material Change occurs, the Protected Participant's
employment with the Company terminates, whether voluntarily or
involuntarily, for any reason other than for Cause (as
<PAGE>
defined below) or on account of the Protected Participant's death or
permanent disability. Such amount shall be paid to the Protected
Participant (or beneficiary thereof) within ten (10) days after the date of
such termination of the Protected Participant's employment, in the form of
a single lump sum.
(c) INTEREST ON LATE PAYMENT. If any amount to be paid to a
Protected Participant (or beneficiary thereof) pursuant to paragraph (b) of
this Subsection is not paid in full within ten (10) days after the date of
the termination of his employment, then the Company shall also pay to that
Participant (or beneficiary) interest on the unpaid amount for the period
between the date of termination of his employment and the date that the
amount is paid in full. The amount of interest to be paid to a Protected
Participant (or beneficiary thereof) pursuant to this paragraph shall be
computed using an annual rate of four (4) percent over the corporate base
rate of The First National Bank of Chicago (changing as and when such
corporate base rate changes), compounded monthly. Payments received by a
Protected Participant (or beneficiary thereof) under the Plan shall be
credited first against accrued interest until all accrued interest is paid
in full before any such payment is credited against the amount payable
under paragraph (b) of this Subsection.
10.3 ADMINISTRATION OF PLAN. At all times after the Material
Change occurs, the exercise of authority and responsibility in the
administration of the Plan with respect to each Protected Participant, or
with respect to a beneficiary of a Protected Participant, shall be subject
to a DE NOVO standard of review by a court in any action brought by a
Protected Participant (or beneficiary thereof).
10.4 MATERIAL CHANGE DEFINED. For purposes of this Section 10,
a "Material Change" shall be deemed to have occurred if any the following
should occur:
(a) the acquisition (in one or more transactions) of beneficial
ownership of thirty-five percent (35%) or more of the outstanding
shares of common stock of the Company by any person or entity (or
by any group of persons or entities acting in concert for the
purpose of acquiring, voting, holding or disposition of the
Company's common stock);
(b) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any
reason to
<PAGE>
constitute at least a majority of such Board; PROVIDED, HOWEVER,
that any individual who becomes a member of the Board of
Directors of the Company subsequent to such date whose election,
or nomination for election by the stockholders of the Company,
was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be deemed to be a
member of the Incumbent Board; and PROVIDED FURTHER, that no
individual whose election or initial assumption of office as a
director of the Company occurs as a result of an actual or
threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended) with respect to the election or
removal of directors, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board of Directors of the Company, shall be deemed
to be a member of the Incumbent Board; or
(c) the occurrence of any other event or state of facts that the
Board of Directors of the Company may determine (by the adoption
of a resolution) has, does, or would constitute a "Material
Change" for the purposes of this Section 10.
10.5 CAUSE DEFINED. For the purposes of the Plan, the
employment of a Protected Participant shall be deemed to have been
terminated for "Cause" after a Material Change only if:
(a) there has been any misappropriation or misapplication by such
Participant of any properties or assets of the Company on the
basis of which the employment of such Participant would have been
terminated under the Company's employment policies and practices
as in effect immediately prior to such Material Change; or
(b) there has been any willful misconduct, gross negligence or
criminal conduct by such Participant in connection with the
operations, business or affairs of the Company on the basis of
which the employment of such Participant would have been
terminated under the Company's employment policies and practices
as in effect immediately prior to such Material Change.
<PAGE>
10.6 RELATED COMPANY DEFINED. The term "Related Company" means
any corporation, trade or business during any period that is, along with
the Company, a member of a controlled group of corporations, a controlled
group of trades or businesses, or an affiliated service group, as described
in subsections (b), (c) and (m), respectively, of section 414 of the
Internal Revenue Code of 1986, as amended.
10.7 ATTORNEYS' FEES AND OTHER COSTS AND EXPENSES. Any
Protected Participant (or beneficiary of a Protected Participant) who
brings any legal action after a Material Change to enforce the provisions
of this Section 10 or any other provision of the Plan shall be entitled to
recover from the Company any and all attorneys' fees and other costs and
expenses incurred in enforcing such provisions for his or her benefit or
for the benefit of any or all Protected Participants (or beneficiaries of
Protected Participants).
10.8 BINDING ON SUCCESSORS. The provisions of the Plan shall be
binding upon and shall inure to the benefit of the Company, any Related
Company that adopts the Plan, the Participants, and their respective
successors in interest and assigns, including, without limitation, the
surviving corporation in any merger or consolidation with the Company or
such Related Company and, to the extent provided in the Plan, the
beneficiaries of the Participants. After the occurrence of a Material
Change, except as may otherwise be determined by a resolution of the Board
of Directors of the Company adopted prior to the occurrence of a Material
Change, a successor in interest to the Company, or a Related Company that
adopts the Plan, shall be deemed to have adopted the Plan and shall have
all of the liabilities and obligations of the Company or such Related
Company under the Plan. Except as may otherwise be determined by a
resolution of the Board of Directors of the Company adopted prior to the
occurrence of a Material Change, the Company shall require any person or
entity that becomes a successor in interest to the Company, or a Related
Company that adopts the Plan, to expressly assume the Plan and agree to
perform all of the obligations of the Company or that Related Company, as
the case may be, under the Plan. For purposes of this Subsection 10.7,
following the occurrence of a Material Change, a "successor in interest" to
the Company, or a Related Company that adopts the Plan, shall include,
without limitation, any person or entity (or group of related or affiliated
persons or entities) that acquires (in a single transaction or a series of
related transactions) any businesses or assets of the Company or
<PAGE>
such Related Company representing twenty-five percent (25%) or more of the
Company's or such Related Company's sales, operating profits, or operating
assets.
10.9 AMENDMENT OF SECTION 10. Notwithstanding any other
provision of the Plan, except as may otherwise be provided in a resolution
of the Board of Directors of the Company adopted prior to the occurrence of
a Material Change, the provisions of this Section 10 may not be amended and
shall continue to apply, without amendment, in any successor plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 6th day of September, 1995.
WALLACE COMPUTER SERVICES, INC.
By: ______________________________
President
ATTEST:
___________________________________
Secretary
<PAGE>
[LOGO]
WALLACE
COMPUTER SERVICES, INC.
NEWS RELEASE
For Immediate Release
Contact: Brad Samson, Wallace
708/449-8600
Roy Wiley or Jeff Zilka, Hill & Knowlton
312/255-1200
Wallace Board Amends Benefits Plans
Hillside, Ill., September 8, 1995 - Wallace Computer Services, Inc. (NYSE:WCS)
announced today that its Board of Directors approved certain amendments to the
company's benefits plans.
The Board approved an amendment to certain of the company's severance
and incentive plans to increase from 25 percent to a majority the number of
incumbent Directors that must cease to be directors before a change in control
exists under such plans.
The Directors also approved an amendment to the company's profit
sharing and retirement plan giving members "pass-through" voting rights. This
change allows each Wallace employee to vote their portion of the fund's Wallace
stock holdings. Previously, the plan's trustees voted Wallace shares.
Further, the Board increased the severance benefits of 34 employees
under the company's employee severance plan and four employees under the
executive severance plan. These actions were taken to assure the retention of
these key employees.
Also, a change was made in the company's long-term incentive
performance plan to protect participants' deferred balances in case of a change
in control of the company. The plan previously had no provision for such an
event.
Bob Cronin, Wallace's president and CEO, noted that steps such as
these are typically taken by companies that are the targets of unsolicited
hostile tender offers based on the need to keep people in place to run the
business.
As previously announced, Wallace's Board of Directors determined that
Moore's unsolicited hostile tender offer of $56 per share is inadequate and not
in the best interests of stockholders, and that in light of the company's future
<PAGE>
prospects, the interests of the stockholders will be best served by the company
remaining an independent entity. The Company has recommended that stockholders
not tender their shares.
Wallace is one of the nation's largest manufacturers and distributors
of information management products, services and solutions. The company
recently reported fiscal 1995 results that included a 17 percent increase in
income on a 21 percent increase in sales for the fiscal year. In the fourth
quarter, the company generated 33 percent increases in both net income and
sales.
#####
