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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
AMENDMENT NO. 7
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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This Amendment No. 7 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 Schedule 14D-9 is hereby amended and
supplemented as follows:
On September 27, 1995, the Board of Directors of the Company approved
and adopted Amendment No. 37 ("Amendment No. 37") to the Wallace Computer
Services, Inc. Profit Sharing and Retirement Fund, which Amendment No. 37
modified the definition of "Material Change" to be substantially similar
to the definition of Material Change contained in the Employee Plan, the
Executive Pay Plan, the Executive Incentive Plan and the LTP Plan. A copy
of Amendment No. 37 is filed as Exhibit 28 hereto and is incorporated herein
by reference, and the foregoing description of Amendment No. 37 is qualified
in its entirety by reference to such Exhibit.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of Schedule 14D-9 is hereby amended and supplemented as
follows:
On September 27, 1995, the United States District Court for the
Southern District of New York granted the defendants' motion to dismiss the
Wallace Action without prejudice. The Court indicated that the Company was
free to bring all of its claims as counterclaims in the Moore Action.
On September 27, 1995, the Company mailed a letter to stockholders
of the Company and issued a press release. A copy of such letter to
stockholders and press release are filed as Exhibits 28 and 29 hereto,
respectively, and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 28 Form of Amendment No. 37 to the Wallace Computer Services, Inc.
Profit Sharing and Retirement Fund
Exhibit 29 Letter to Stockholders of the Company dated September 27, 1995
Exhibit 30 Text of Press Release dated September 27, 1995 issued by the
Company
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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
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Name: Michael J. Halloran
Title: Vice President, Chief Financial
Officer and Assistant Secretary
Dated: September 28, 1995
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EXHIBIT INDEX
Exhibit 28 Form of Amendment No. 37 to the Wallace Computer Services, Inc.
Profit Sharing and Retirement Fund.
Exhibit 29 Letter to Stockholders of the Company dated September 27, 1995
Exhibit 30 Text of Press Release dated September 27, 1995 issued by the
Company
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WALLACE COMPUTER SERVICES, INC.
PROFIT SHARING AND RETIREMENT FUND
AMENDMENT NO. 37
This Amendatory Agreement adopted as of the 27th 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 27, 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:
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1. Clause (b) of Section 15.5 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
2. This Amendment shall become effective as of September 27, 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.
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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
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[LOGO]
September 27, 1995
Dear Wallace Shareholder:
The Board of Directors has set December 8 as the date for the 1995 annual
meeting of shareholders and soon you will receive our proxy materials.
As you know, Moore Corporation Limited has extended its unsolicited hostile
offer to November 8, claiming that its $56 per share offer is "full, fair,
compelling and reflects Wallace's current performance and future potential."
NOTHING COULD BE FURTHER FROM THE TRUTH.
- Moore is pointing to a premium over share prices that are SIX MONTHS OLD
and reflect NONE of Wallace's subsequent performance and increased
value.
- Since the beginning of the fiscal year, Wallace shares produced a 43
percent total return for shareholders through July 28, immediately prior
to Moore's hostile offer.
- Securities analysts project that Wallace will increase earnings 25
percent in fiscal 1996.
- On September 7, Wallace raised its annual dividend 16.2 percent to 86
cents per share -- the 24th consecutive year in which the annual
dividend has been increased.
- Wallace has a growth strategy based on customer service, technological
leadership and product innovation that is WORKING.
- Wallace has bright growth prospects, as demonstrated by its outstanding
financial results for fiscal 1995 and analysts' rising projections for
fiscal 1996.
DO NOT TENDER YOUR SHARES!
In extending its hostile offer, Moore reported that only 336,488 shares, or
1.6 percent of the total outstanding shares have been tendered, demonstrating
that its offer is unacceptable to virtually all Wallace shareholders. We
continue to urge all Wallace stockholders not to tender to Moore's offer. IF YOU
HAVE TENDERED, WE STRONGLY URGE THAT YOU WITHDRAW YOUR SHARES NOW.
<PAGE>
MOORE, BRAUN VIOLATING SEC RULES.
Moore has sent you a letter in which it engaged in name calling and
misinformation. For example, changes to our employee benefits plans that Moore
complained about were made by the Board to keep certain employees in place to
run the business in the face of Moore's hostile offer.
Also in that letter, Reto Braun, Moore's chairman and CEO, said that Wallace
stock would "plummet toward the low 40's" if Moore withdrew its hostile tender
offer. This week, we filed charges in federal court against Moore Corporation
and Mr. Braun for violating SEC regulations concerning false and misleading
statements. We believe that his prediction of Wallace's future stock value has
no basis in fact; is false, misleading and coercive of Wallace shareholders; and
violates SEC Rule 14a-9.
The Board of Directors recognizes its fiduciary responsibilities and has and
will continue to act in the best interest of shareholders. Our goal is to get
past the distraction that the unsolicited hostile offer from Moore has created
and take full advantage of our substantial investment in product and market
development. This strategy will continue to produce exceptional value for
shareholders.
Our proxy materials will give you additional factual information on which to
base your decision. We will also reaffirm why the Moore offer is inadequate and
not in the best interest of shareholders. Again, your Board of Directors
recommends that you DO NOT TENDER YOUR SHARES.
Thank you for your continued support.
Sincerely,
/s/ Ted Dimitriou /s/ Bob Cronin
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
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SHAREHOLDERS WHO HAVE TENDERED:
IF YOU HAVE TENDERED SHARES TO MOORE, YOU HAVE EVERY
RIGHT TO WITHDRAW YOUR TENDER
IF YOU HAVE TENDERED YOUR SHARES THROUGH A BANK OR
BROKER YOU MAY INSTRUCT YOUR BANK OR BROKER TO
WITHDRAW YOUR SHARES
IF YOU NEED ASSISTANCE, PLEASE CALL
MORROW & CO., INC.
TOLL FREE: 1-800-662-5200
The participants in this solicitation include Wallace Computer Services,
Inc. (the "Company") and the following directors of the Company: Theodore
Dimitriou, Robert J. Cronin, Richard F. Doyle, Fred F. Canning, R. Darrell
Ewers, William N. Lane III, William E. Olsen and Neele E. Stearns, Jr. Employee
participants may include Bruce D'Angelo, Michael O. Duffield, Michael R. Finger,
Michael J. Halloran, Donald J. Hoffmann, Michael T. Leatherman, Michael M.
Mulcahy, Michael T. Quane, Wayne E. Richter, Bradley P. Samson and Teresa A.
Sorrentino. All of the above persons are deemed to own beneficially less than 2%
of the outstanding shares of Common Stock of the Company in the aggregate. For a
description of interests of certain of the foregoing individuals in the
solicitation, please see the Company's Solicitation/Recommendation Statement on
Schedule 14D-9, which was publicly filed with the Securities and Exchange
Commission and previously mailed to all of the Company's stockholders, the
amendments thereto, and the Company's Proxy Statement dated October 7, 1994 for
the Company's 1994 Annual Meeting of Stockholders.
<PAGE>
[LOGO]
WALLACE
COMPUTER SERVICES, INC.
NEWS RELEASE
For Immediate Release
Contact: Brad Samson, Wallace
708/449-8600
Jeff Zilka or Roy Wiley, Hill and Knowlton
312/255-1200
WALLACE SENDS NEW LETTER TO SHAREHOLDERS
Hillside, Ill., September 27 -- Wallace Computer Services, Inc. (NYSE:WCS)
today released the following text of a letter being sent to shareholders by Bob
Cronin, president and chief executive officer, and Ted Dimitriou, chairman of
the board:
Dear Wallace Shareholder:
The Board of Directors has set December 8 as the date for the 1995 annual
meeting of shareholders and soon you will receive our proxy materials.
As you know, Moore Corporation Limited has extended its unsolicited hostile
offer to November 8, claiming that its $56 per share offer is "full, fair,
compelling and reflects Wallace's current performance and future potential."
NOTHING COULD BE FURTHER FROM THE TRUTH.
- - Moore is pointing to a premium over share prices that are SIX MONTHS OLD
and reflect NONE of Wallace's subsequent performance and increased value.
- - Since the beginning of the fiscal year, Wallace shares produced a 43
percent total return for shareholders through July 28, immediately prior to
Moore's hostile offer.
- - Securities analysts project that Wallace will increase earnings 25 percent
in fiscal 1996.
- - On September 7, Wallace raised its annual dividend 16.2 percent to 86 cents
per share -- the 24th consecutive year in which the annual dividend has
been increased.
- - Wallace has a growth strategy based on customer service, technological
leadership and product innovation that is working.
<PAGE>
- - Wallace has bright growth prospects, as demonstrated by its outstanding
financial results for fiscal 1995 and analysts' rising projections for
fiscal 1996.
DO NOT TENDER YOUR SHARES!
In extending its hostile offer, Moore reported that only 336,488 shares, or
1.6 percent of the total outstanding shares have been tendered, demonstrating
that its offer is unacceptable to virtually all Wallace shareholders. We
continue to urge all Wallace stockholders not to tender to Moore's offer. If
you have tendered, we strongly urge that you withdraw your shares now.
MOORE, BRAUN VIOLATING SEC RULES
Moore has sent you a letter in which it engaged in name calling and
misinformation. For example, changes to our employee benefits plans that Moore
complained about were made by the Board to keep certain employees in place to
run the business in the face of Moore's hostile offer.
Also in that letter, Reto Braun, Moore chairman and CEO, said that Wallace
stock would "plummet toward the low 40s" if Moore withdrew its hostile tender
offer. This week, we filed charges in federal court against Moore Corporation
and Mr. Braun for violating SEC regulations concerning false and misleading
statements. We believe that his prediction of Wallace's future stock value has
no basis in fact; is false, misleading and coercive of Wallace shareholders; and
violates SEC Rule 14a-9.
The Board of Directors recognizes its fiduciary responsibilities and has
and will continue to act in the best interest of shareholders. Our goal is to
get past the distraction that the unsolicited hostile offer from Moore has
created and take full advantage of our substantial investment in product and
market development. This strategy will continue to produce exceptional value
for shareholders.
Our proxy materials will give you additional factual information on which
to base your decision. We will also reaffirm why the Moore offer is inadequate
and not in the best interest of shareholders. Again, your Board of Directors
recommends that you do not tender your shares.
Thank you for your continued support.
Sincerely,
Ted Dimitriou Bob Cronin
Chairman of the Board President and CEO
<PAGE>
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. Founded in Chicago in
1908, Wallace is headquartered in Hillside, Illinois with manufacturing,
distribution and sales facilities throughout the United States.
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The participants in this solicitation include Wallace Computer Services, Inc.
(the "Company") and the following directors of the Company: Theodore Dimitriou,
Robert J. Cronin, Richard F. Doyle, Fred F. Canning, R. Darrell Ewers, William
N. Lane III, William E. Olsen and Neele E. Stearns, Jr. Employee participants
may include Bruce D'Angelo, Michael O. Duffield, Michael R. Finger, Michael J.
Hallolran, Donald J. Hoffmann, Michael T. Leatherman, Michael M. Mulcahy,
Michael T. Quane, Wayne E. Richter, Bradley P. Samson and Teresa A. Sorrentino.
All of the above persons are deemed to own beneficially less than 2% of the
outstanding shares of Common Stock of the Company in the aggregate. For a
description of interests of certain of the foregoing individuals in the
solicitation, please see the Company's Solicitation/Recommendation Statement on
Schedule 14D-9, which was publicly filed with the Securities and Exchange
Commission and previously mailed to all of the Company's stockholders, the
amendments thereto, and the Company's Proxy Statement dated October 7, 1994 for
the Company's 1994 Annual Meeting of Stockholders.
