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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /_/
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/x/ Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Wallace Computer Services, Inc.
(Name of Registrant as Specified In Its Charter)
Moore Corporation Limited
FRDK, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
______________________________________________________________________
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________
(5) Total fee paid:
________________________________________________________
/x/ Fee paid previously with preliminary materials.
_________________________________________________________________
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
2
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[MOORE CORPORATION LETTERHEAD]
September 12, 1995
DEAR WALLACE SHAREHOLDER:
Moore Corporation Limited has made a $56 all cash offer for all the
outstanding shares of Wallace Computer Services. We believe our offer is full,
fair, compelling and reflects Wallace's current performance and future
potential.
Our offer represents an 84% premium over the share price on February 24,
1995, when we first wrote Wallace regarding a business combination. In addition,
it reflects a 42% premium over Wallace's 30-day average closing price preceding
the launch of our offer.
Moore has the necessary financing in place -- in excess of $1 billion of
bank financing and more than adequate additional cash on our balance sheet.
The U.S. Department of Justice has given Moore clearance under the U.S.
antitrust laws to proceed with our tender offer.
NOTHING STANDS BETWEEN YOU AND OUR OFFER EXCEPT WALLACE'S BOARD.
We have made our best effort to arrange a meeting with Wallace's Board of
Directors to give them an opportunity to explain why they have called our offer
"inadequate". They continue to refuse to meet. They have just said "no". No to
our offer. No to our proposal to sit down and talk.
THEY HAVE NOT OFFERED YOU, THE SHAREHOLDERS, ANY ALTERNATIVES -- EXCEPT TO
ASK YOU TO WAIT AND HOPE FOR SOME UNKNOWN VALUE AT SOME UNSPECIFIED TIME.
WE URGE YOU TO ASK THE WALLACE BOARD OF DIRECTORS:
- Where will Wallace shareholders be without Moore's offer? If we
withdraw our offer, we believe Wallace's stock price will
plummet toward its pre-offer level in the low $40's.
- If Wallace remains independent, when will its stock price reach
the $56 we offer you now?
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The Wallace Board of Directors is protected by a whole arsenal of defenses
designed to deny you, the shareholders, the right to accept our offer.
These include a shareholders' rights plan -- "poison pill" -- that would
make it prohibitively expensive for us or any other bidder to acquire Wallace
without the Board's approval, and a variety of bylaws impeding the ability of
shareholders to remove the Board or take other shareholder action.
Since we first contacted the Wallace Board in February 1995, they have:
- Made it even more difficult for shareholders to take action at
an annual meeting, by adopting a provision prohibiting
shareholder action at the meeting without lengthy prior
notification; and
- Announced a lucrative golden parachute for their Chief Executive
Officer that could be extremely costly to an acquiring company.
Since we first announced our tender offer in July 1995, the Wallace Board
has:
- Commenced wasteful litigation that is not in the shareholders'
best interest but is a costly delaying tactic; and
- Changed existing severance arrangements for top executives to
enrich management at further expense to a potential acquiror.
WE BELIEVE THESE ACTIONS ARE INTENDED TO ENTRENCH THE WALLACE BOARD AT THE
EXPENSE OF SHAREHOLDERS -- AND WILL ULTIMATELY ACT TO DIMINISH RATHER THAN
ENHANCE SHAREHOLDER VALUE.
THE KEY QUESTION FOR WALLACE SHAREHOLDERS IS THIS: DO YOU WANT CASH VALUE
NOW? OR, DO YOU WANT UNKNOWN VALUE AT AN UNSPECIFIED TIME? We believe you should
have the right to choose for yourselves. If you agree and want the right to full
cash now, elect Moore's director nominees.
We will soon be soliciting your proxy to elect Moore's nominees to the
Wallace Board of Directors. Our nominees are committed to acting in the best
interest of all Wallace shareholders and seeking to remove barriers to Moore's
consummation of its tender offer.
Moore is committed to see the proxy process through, so that we can
ultimately build a new force in the information technology industry.
Accordingly, we intend to extend our tender offer until November 8, 1995 -- the
date Wallace has tentatively set for its annual meeting, but has not yet
reconfirmed.
BE ASSURED THAT IF WALLACE'S BOARD SHOULD DECIDE TO MEET WITH US AND AGREE
ON A COMBINATION -- AS WE CONTINUE TO HOPE THEY WILL -- WE WILL AMEND THE
EXPIRATION OF OUR OFFER TO CLOSE AND PAY AS SOON AS POSSIBLE.
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We encourage you to urge the Wallace Board to avoid an unnecessary and
costly proxy contest and wasteful litigation. Send the message. Tell the Wallace
Board to reach agreement with Moore. Insist on your right to choose what is in
the best interest of your investment.
Thank you for your support.
Sincerely,
RETO BRAUN
Chairman & CEO
If you have questions or need assistance in tendering your shares please
contact:
[LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
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CERTAIN INFORMATION CONCERNING
PARTICIPANTS IN PROXY SOLICITATION
Moore Corporation Limited ("Moore") and FRDK, Inc., a wholly owned
subsidiary of Moore ("FRDK"), are soliciting proxies for the 1995 Annual Meeting
of Stockholders (the "Annual Meeting") of Wallace Computer Services, Inc.
("Wallace") in support of the election of the three nominees named below as
directors of Wallace (the "Moore Nominees") and in favor of three stockholder
resolutions that FRDK plans to introduce at the Annual Meeting. The following
information concerning the identities of the "participants" (as defined in
Instruction 3 of Item 4 of Schedule 14A promulgated by the Securities and
Exchange Commission (the "Commission")) in the proxy solicitation by Moore and
FRDK referred to above and the interests of such participants is furnished
pursuant to Rule 14a-11(b)(2) promulgated by the Commission.
The Moore Nominees are Curtis A. Hessler, Albert W. Isenman III and Robert
P. Rittereiser. In addition to Moore, FRDK and the Moore Nominees, the following
directors and executive officers of Moore and FRDK may be deemed participants in
the solicitation of proxies: Reto Braun (Chairman of the Board, President and
Chief Executive Officer of Moore), Stephen A. Holinski (Senior Vice President
and Chief Financial Officer of Moore; Director, Vice President and Treasurer of
FRDK), Joseph M. Duane (Vice President and General Counsel of Moore; Director,
Chairman and President of FRDK), Shoba Khetrapal (Vice President and Treasurer
of Moore), Hilda Mackow (Vice President Communications of Moore), Janice
McKenzie (Senior Analyst, Corporate Secretarial of Moore), Joan M. Wilson (Vice
President and Secretary of Moore; Director, Vice President and Secretary of
FRDK). No Moore Nominee or any director or executive officer of Moore or FRDK
currently owns any Shares. Moore owns 200 shares of common stock, par value
$1.00 per share (the "Shares"), of Wallace. In addition, FRDK owns 150 Shares.
In addition to the persons listed above, the following individuals may by
deemed participants in the solicitation of proxies: Lazard Freres & Co. LLC
("Lazard Freres"), Gerald Rosenfeld (Managing Director of Lazard Freres), Mark
McMaster (Vice President of Lazard Freres), RBC Dominion Securities ("Dominion")
and John Budreski (Vice President, Equity Division of Dominion). None of the
foregoing entities or individuals currently own any Shares.
