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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. 6)
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Wallace Computer Services, Inc.
(Name of Subject Company)
FRDK, INC.
MOORE CORPORATION LIMITED
(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 1GF
(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
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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 and
5, 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. 6. Capitalized terms not defined herein shall
have the meanings assigned thereto in the Statement.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(b) On August 21, 1995, a representative from Lazard Freres, on behalf
of Moore and the Purchaser, contacted a representative from Goldman, Sachs & Co.
("Goldman Sachs"), the Company's financial advisor in connection with the Offer,
to suggest that the Company, Moore and the Purchaser schedule a meeting to
discuss the Offer. On August 26, 1995, the Goldman Sachs representative advised
the Lazard Freres representative that the Board of Directors of the Company had
rejected Moore and the Purchaser's suggestion to meet in order to discuss the
Offer. On August 28, 1995, Moore and the Purchaser issued a press release, a
copy of which is attached hereto as Exhibit (a)(14) and is incorporated herein
by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER.
(c) On August 28, 1995, the Purchaser, as a stockholder of the
Company, delivered a letter (the "Stockholder Proposal Letter") to the Company
notifying the Company of its intent to bring before the 1995 Annual Meeting
business for the purpose of: (i) removing all of the members of the Board of
Directors of the Company other than Messrs. Hessler, Isenman and Rittereiser, if
then directors of the Company; (ii) amending the Amended and Restated Bylaws of
the Company to fix the number of directors of the Company at five; and (iii)
repealing each provision of the Amended and Restated Bylaws or amendment thereto
adopted without stockholder approval subsequent to February 15, 1995 and prior
to the 1995 Annual Meeting. A copy of the Stockholder Proposal Letter is
attached hereto as Exhibit (g)(7) and the foregoing description is qualified in
its entirety by reference to such exhibit.
ITEM 10. ADDITIONAL INFORMATION.
On August 28, 1995, Moore and the Purchaser issued a press release, a
copy of which is attached hereto as Exhibit (a)(14) and is incorporated herein
by reference. Moore and the Purchaser have extended the Offer until 5:00 p.m.
New York City time, on Tuesday, September 19, 1995. As of Friday, August 25,
1995, 165,856 Shares had been tendered and not withdrawn.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Press Release, dated August 28, 1995.
(g)(7) Shareholder Proposal Letter, dated August 28, 1995, from the
Purchaser to the Company.
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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: August 28, 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
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<PAGE>
EXHIBIT INDEX
(a)(14) Press Release, dated August 28, 1995.
(g)(7) Shareholder Proposal Letter, dated August 28, 1995,
from the Purchaser to the Company.
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
-- Moore Corporation Says Its Suggestion to Meet Rejected by
Wallace Computer Services' Board --
-- Moore Submits Proposals to Remove Present Wallace Board of Directors and
Elect Three Moore Nominees --
-- Moore Seeks to Dismiss Wallace Complaint --
-- Moore Extends Tender Offer --
TORONTO (August 28, 1995) -- In a statement released today, Moore Corporation
Limited (TSE, ME, NYSE: MCL) said, "We are very disappointed to report that the
Board of Directors of Wallace Computer Services rejected outright our suggestion
to meet last week in order to discuss Moore's $56 per share cash offer. By
requesting to meet to discuss the transaction, we had hoped to allow Wallace to
avoid a prolonged proxy contest that would be disruptive to its customers and
employees, and could result in diminishing Wallace's value. It seems that
Wallace's Board is willing to expend corporate assets in an effort to deny
Wallace shareholders an opportunity to accept Moore's offer.
"We had invited Wallace's Board and advisors to meet with us to demonstrate why
they believe our $56 per share offer is "inadequate." As we have said many times
in public and in private, we remain open to the possibility that the Board will
elect to sit down with us in the near future and are ready at any time to
discuss any aspect of our proposed combination. In the meantime, Moore will
proceed with the necessary steps to facilitate its effort to acquire Wallace."
Moore will formally notify Wallace Computer Services (NYSE: WCS) today that, in
addition to seeking to elect its three nominees, Moore intends to introduce
three proposals at Wallace's next annual meeting. Based on information from last
year's proxy statement, Wallace's annual meeting is currently anticipated to be
held on November 8, 1995.
Moore's proposals, if successful, will remove all of the present members of
Wallace's Board of Directors, amend Wallace's bylaws to set the number of
directors at five, and repeal any changes to Wallace's bylaws which may be made
after February 15, 1995 and prior to the annual meeting. In order to be adopted,
the first two proposals must be approved by 80 percent of Wallace's shareholders
and the third must be approved by a simple majority. Moore previously submitted
to Wallace its slate of three nominees to Wallace's Board of Directors.
Moore also announced that it filed a motion in the United States District Court
for the Southern District of New York to dismiss antitrust and securities law
claims filed by Wallace against Moore or, alternatively, to transfer and
consolidate those claims with the lawsuit previously filed by Moore in the
United States District Court for the District of Delaware.
Moore continued, "Since we first announced our intention to commence a tender
offer for Wallace shares, we have secured financing allowing us to waive the
financing condition to our offer and cleared Hart-Scott-Rodino without receiving
a second request from the antitrust division of the U.S. Department of Justice.
The steps we are taking today will move us further along in a process to which
we are committed. The Wallace Board of Directors' failure to disarm their
defenses is the only real obstacle to their shareholders' ability to accept our
offer."
Moore's wholly-owned subsidiary, FRDK, Inc. will extend its tender offer for all
outstanding shares of Wallace common stock, including associated preferred stock
purchase rights, until 5:00 p.m. EST on Tuesday, September 19, 1995. As of
Friday, August 25, 1995, 165,856 shares had been tendered and not withdrawn.
###
Moore Corporation Limited 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.
FRDK, Inc.
August 28, 1995
BY HAND DELIVERY AND
BY CERTIFIED MAIL
(RETURN RECEIPT REQUESTED)
Wallace Computer Services, Inc.
4600 West Roosevelt Road
Hillside, Illinois 60162
Attn: Secretary
Re: Notification of Stockholder's Intent
to Bring Business Before the 1995 Annual
Meeting of Wallace Computer Services, Inc.
Ladies and Gentlemen:
As you know, FRDK, Inc., a New York corporation (the
"Stockholder") which is a wholly owned subsidiary of Moore Corporation Limited,
commenced a tender offer (the "Offer") on August 2, 1995 to purchase all
outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of
Wallace Computer Services, Inc. (the "Company"), together with the associated
preferred stock purchase rights (the "Rights"), at $56 per Share (and associated
Right), net to the seller in cash.
In connection with the Offer, the Stockholder has previously
delivered to the Company a notice in accordance with Section 3.3 of the Amended
and Restated Bylaws of the Company (the "Bylaws") indicating its intention to
nominate at the Company's 1995 Annual Meeting (the "Annual Meeting") Curtis A.
Hessler, Albert W. Isenman, III and Robert P. Rittereiser to serve as directors
of the Company.
<PAGE>
In addition to making such nominations, pursuant to Section
2.11(a) of the Bylaws, the Stockholder hereby notifies the Company of the
Stockholder's intent to bring before the Annual Meeting business for the purpose
of: (i) removing all of the members of the Board of Directors of the Company
other than Messrs. Hessler, Isenman and Rittereiser, if then directors of the
Company; (ii) amending the Bylaws to fix the number of directors of the Company
at five; and (iii) repealing each provision of the Bylaws or amendment thereto
adopted subsequent to February 15, 1995 and prior to the approval of the
Stockholder Proposals (as defined below). The proposals that the Stockholder
intends to bring before the Annual Meeting are each set forth in Annex I hereto
(the "Stockholder Proposals"), and the foregoing description of the Stockholder
Proposals is qualified in its entirety by reference to such Annex I.
The Stockholder has previously delivered to the Company its
Offer to Purchase dated August 2, 1995 and Tender Offer Statement on Schedule
14D-1, as amended, containing its reasons for introducing the Stockholder
Proposals at the Annual Meeting and a description of any material interest of
the Stockholder in the Stockholder Proposals. A copy of the Offer to Purchase is
attached hereto and incorporated by reference herein.
The Stockholder represents that it is the owner of record of
150 Shares. The Stockholder's address as it appears on the Company's books is
c/o David Wilf, Chadbourne & Parke, 30 Rockefeller Plaza, New York, New York
10112. The Stockholder hereby requests that the Company change the Stockholder's
address as it appears on the Company's books to the principal place of business
of the Stockholder c/o Moore Corporation Limited, 1 First Canadian Place, 72nd
Floor, Toronto, Ontario, Canada M5X 1G5.
The Stockholder does not acknowledge the validity of the
requirements set forth in Section 2.11(a) of the Bylaws, and the execution and
delivery of this letter and the notification herein by the Stockholder does not
constitute a waiver of the Stockholder's right to contest the validity of such
requirements. To the fullest extent permitted by law, the Stockholder reserves
the right, in its sole discretion, to modify or amend the Stockholder Proposals,
to propose additional matters, and to decline to propose any or all of the
Stockholder Proposals.
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Kindly acknowledge the receipt by the Secretary of the Company
of the by hand delivery of this letter by signing the enclosed copy of this
letter in the space provided and returning it to the waiting messenger.
Very truly yours,
FRDK, Inc.
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
Attachments
Received by:
------------------------
Name:
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Annex I
RESOLVED: That all of the directors of Wallace Computer
Services, Inc. (the "Company") other than Curtis A.
Hessler, Albert W. Isenman, III and Robert P.
Rittereiser, if then directors of the Company, be
removed without cause, effective at the time this
resolution is approved.
RESOLVED: That the Amended and Restated Bylaws (the Bylaws") of
the Company, be and they hereby are amended,
effective at the time this resolution is approved, by
amending the first sentence of Section 3.2(a) of the
Bylaws in its entirety to read as follows:
Section 3.2. Number, Election, Tenure and
Qualifications; Stockholder Nominations;
Vacancies; Removal; Resignation
(a) Number, Election, Tenure and
Qualifications. Subject to any special
rights of the holders of preferred stock to
elect additional directors, the Board of
Directors shall consist of five members.
RESOLVED: That each provision of the Bylaws or amendment
thereto adopted by the Board of Directors of the
Company without the approval of stockholders
subsequent to February 15, 1995 and prior to the
approval of this resolution be, and it hereby is,
repealed, effective at the time this resolution is
approved.
