SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 24)
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Wallace Computer Services, Inc.
(Name of Subject Company)
Moore Corporation Limited
and
FRDK, Inc.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS
(Title of Class of Securities)
932270101
(CUSIP Number of Class of Securities)
JOSEPH M. DUANE, ESQ.
FRDK, Inc.
1 FIRST CANADIAN PLACE
TORONTO, ONTARIO, CANADA M5X 1G5
(416) 364-2600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
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COPY TO:
DENNIS J. FRIEDMAN, ESQ.
DAVID M. WILF, ESQ.
DAVID M. SCHWARTZBAUM, ESQ.
CHADBOURNE & PARKE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100
<PAGE>
FRDK, Inc. and Moore Corporation Limited hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the
"Statement"), originally filed on August 2, 1995, as amended by Amendments No.
1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22
and 23 with respect to their offer to purchase all outstanding shares of Common
Stock, par value $1.00 per share, of Wallace Computer Services, Inc., a Delaware
corporation (together with the associated preferred stock purchase rights), as
set forth in this Amendment No. 24. Capitalized terms not defined herein shall
have the meanings assigned thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(34) Press Release, dated December 13, 1995.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 14, 1995
FRDK, Inc.
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
MOORE CORPORATION LIMITED
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
(a)(34) Press Release, dated December 13, 1995.
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
INSPECTORS OF ELECTION PRELIMINARY REPORT CONFIRMS ELECTION OF
MOORE NOMINEES TO WALLACE BOARD
TORONTO (December 13, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
announced today that it received from the independent inspectors of election,
Corporation Trust Company, the preliminary results of the proxy voting from
Wallace Computer Services' (NYSE: WCS) annual meeting that was held on Friday,
December 8, 1995.
The report confirmed that Moore's three nominees were elected to Wallace's Board
of Directors by 66% of the Wallace shares voted at the meeting, or 56% of the
outstanding shares. Moore's three nominees were Curtis A. Hessler, Albert W.
Isenman III and Robert P. Rittereiser. A plurality of the votes cast in the
election of directors was required to elect each nominee. Wallace's three
nominees, including the company's current chief executive officer, Robert
Cronin, received only 31% of the shares cast at the meeting, or just 26% of the
total outstanding shares.
Reto Braun, Chairman and CEO of Moore, said, "We are gratified that the
inspectors' preliminary report confirms the election of our nominees by a margin
greater than two to one. We also find it noteworthy that 70% of the shares
present were voted in favor of removing Wallace's entire Board of Directors. We
view this vote as yet another clear and unambiguous message to Wallace's
directors that the vast majority of the Wallace shareholders support Moore's
offer and soundly reject the "just say no" posture of the Wallace Board."
In addition, Moore's proposal to repeal any changes to Wallace's bylaws which
may have been made after February 15, 1995 and prior to the annual meeting was
adopted. This proposal received 69% of the votes cast, or 60% of the outstanding
shares. In order to have been adopted, this proposal needed to be approved by a
simple majority vote of Wallace's outstanding shares. Two other Moore proposals,
one to remove all of the present members of Wallace's Board and a second to
reduce the number of directors to five, each received 70% of the shares voted,
or 60% of the outstanding shares. These two proposals needed the favorable vote
of 80% of all of Wallace's outstanding shares in order to be adopted. With 86%
of Wallace's outstanding shares represented at the meeting, the 80%
supermajority vote was an extremely high hurdle to cross.
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Moore Corporation Limited (TSE, ME, NYSE: MCL) is a global leader in delivering
information handling products and services that create efficiency and enhance
competitiveness for customers. Founded in Toronto in 1882, Moore has
approximately 20,000 employees and over 100 manufacturing facilities serving
customers in 59 countries. Sales in 1994 were US$2.4 billion.
