<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Wallace Computer Services, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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), 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:
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
<PAGE>
[LOGO]
November 21, 1995
Dear Wallace Shareholder:
The determination by your Board of Directors that Moore Corporation
Limited's $60 unsolicited hostile tender offer is INADEQUATE was dramatically
reinforced by the record first quarter results we announced yesterday. Earnings
per share before takeover expenses rose 63.5 percent over the first quarter of
last year on a 35.4 percent gain in sales. These results substantially exceeded
analysts' estimates and clearly demonstrate that Moore is attempting to DEPRIVE
YOU, THE WALLACE SHAREHOLDERS, OF THE VALUE INHERENT IN YOUR SHARES.
WALLACE IS PRODUCING RECORD RESULTS
The record first quarter results marked our fifth consecutive quarter of
substantial growth. Your management has fundamentally moved the growth
trajectory of your company upward and this is a major reason why Moore is
attempting to gain control through its INADEQUATE offer.
Our performance, proven track record and history of meeting or exceeding
projections should confirm to all investors that Moore's offer is INADEQUATE
because it does not reflect our value. A copy of the news release announcing
first quarter results is attached.
MOORE'S OFFER IS INADEQUATE
Your Board of Directors, after consultation with its financial advisor,
Goldman, Sachs & Co., has unanimously rejected the Moore offer as INADEQUATE. We
ask you to do the same thing. The Board is committed to act in the best
interests of all Wallace shareholders, who have been well served by your current
Board and management and will continue to be well served. In light of the record
first quarter results, the Board continues to be optimistic about the future
prospects of your company.
YOUR PROXY IS IMPORTANT
We urge you not to sign any gold proxy cards you may receive from Moore or
its agents. Your vote is important to ensure that Wallace continues to grow as
an independent company and continues to deliver value to you today and in the
future. If you have already signed Moore's gold proxy card, you may revoke that
proxy card by signing, dating and returning the enclosed WHITE Wallace proxy
card.
<PAGE>
RETURN THE ENCLOSED CARD
PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE CARD EVEN IF YOU PREVIOUSLY
HAVE SIGNED AND SENT IN ONE OR MORE WHITE CARDS. Only your latest dated proxy
card will be counted. We are asking you to return new WHITE cards from time to
time to reconfirm your vote and help us track the voting as we get closer to the
annual meeting.
Thank you for your loyalty and continued support.
Sincerely,
[TED DIMITRIOU SIGNATURE] [BOB CRONIN SIGNATURE]
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
SHAREHOLDERS WHO DESIRE ASSISTANCE:
1. SHAREHOLDERS WHO DESIRE ASSISTANCE IN VOTING MAY CONTACT MORROW & CO., INC.
AT THE TELEPHONE NUMBER SET FORTH BELOW.
2. SHAREHOLDERS WHO DESIRE ASSISTANCE IN WITHDRAWING SHARES TENDERED PURSUANT
TO THE MOORE OFFER MAY CONTACT MORROW & CO., INC., WHICH IS ASSISTING
WALLACE, AT THE TELEPHONE NUMBER SET FORTH BELOW.
MORROW & CO., INC.
TOLL FREE: 1-800-662-5200
<PAGE>
[LOGO]
NEWS RELEASE
For Immediate Release
Contact: Hill and Knowlton,
Jeff Zilka or Roy Wiley 312/255-1200
Wallace, Brad Samson 708/449-8600
WALLACE REPORTS ANOTHER RECORD QUARTER
HILLSIDE, Ill., November 20, 1995 -- Wallace Computer Services, Inc.
(NYSE:WCS) today reported that sales for its first quarter ended October 31,
1995 increased 35.4 percent to $214.4 million compared to $158.4 million for the
first quarter last year. Before takeover expenses, net income rose 65.6 percent
to $19.3 million compared to $11.6 million last year, and earnings per share
rose 63.5 percent to 85 cents compared to 52 cents per share achieved in fiscal
1995. These results exceeded the company's most recent forecast and all analyst
projections.
"The strategies we initiated two years ago have fundamentally shifted the
growth trajectory of the company as demonstrated by the accelerating results we
posted in this first quarter and in the four quarters preceding it," said Bob
Cronin, Wallace president and chief executive officer. He further noted that the
hostile takeover bid was delaying the signing of some new contracts, and in its
absence, results could be even higher.
"We've begun fiscal 1996 with even better results than we anticipated, based
on strong growth in all product areas," Cronin added. "The 63.5 percent increase
in EPS we achieved before takeover expenses is outstanding faced with the issue
of the hostile takeover attempt by Moore. We owe special thanks to the Wallace
employees for their dedication during these extremely challenging times."
Customer interest in the Wallace Information Network-TM- (W.I.N.-TM-) and
Select Services programs is at an all-time high and the company closed the
quarter with 19 new customers implementing these systems for a total to-date of
176.
LIFO charges were six-tenths of one cent for the quarter. The effective tax
rate for the quarter was 38 percent compared to 36.5 for the first quarter last
year.
Earnings per share (before takeover expenses) for the last four quarters was
$2.79. Management anticipates that for the four quarters ending with the current
quarter (January 31, 1996), EPS will equal or exceed $3.06. In light of these
results, management is reviewing, and anticipates increasing, its previous
public forecast for fiscal year 1996 of $3.28 in earnings per share before
takeover expenses.
The results for the first quarter underscore the Board's determination that,
in light of the company's future prospects, the company's remaining independent
is in the best interests of shareholders.
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.
# # # #
<PAGE>
WALLACE COMPUTER SERVICES, INC.
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED OCTOBER 31 1995 1994
<S> <C> <C>
- ----------------------------------------------------------------------------------
Net Sales........................................... $214,438,000 $158,353,000
Income Before Income Taxes Before Takeover
Expenses........................................... $ 31,093,000 $ 18,335,000
Income Before Income Taxes After Takeover
Expenses........................................... $ 27,061,000 $ 18,335,000
Net Income Before Takeover Expenses................. $ 19,278,000 $ 11,643,000
Net Income After Takeover Expenses.................. $ 16,778,000 $ 11,643,000
Net Income Per Common Share Before Takeover
Expenses........................................... $0.85 $0.52
Net Income Per Common Share After Takeover
Expenses........................................... $0.74 $0.52
Average Common Shares Outstanding................... 22,706,000 22,396,000
</TABLE>
<PAGE>
[LOGO]
FOR IMMEDIATE RELEASE
Tuesday, November 21, 1995
Contact: Brad Samson, Wallace
708-449-8600
Jeff Zilka or Roy Wiley, HIll & Knowlton
312-255-1200
WALLACE SENDS NEW LETTER TO SHAREHOLDERS
Hillside, Ill., November 21 -- Wallace Computer Services, Inc. (NYSE:
WLS) 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 determination by your Board of Directors that Moore Corporation
Limited's $60 unsolicited hostile tender offer is INADEQUATE was dramatically
reinforced by the record first quarter results we announced yesterday. Earnings
per share before takeover expenses rose 63.5 percent over the first quarter of
last year on a 35.4 percent gain in sales. These results substantially exceeded
analysts' estimates and clearly demonstrate that Moore is attempting to DEPRIVE
YOU, THE WALLACE SHAREHOLDERS, OF THE VALUE INHERENT IN YOUR SHARES.
WALLACE IS PRODUCING RECORD RESULTS
The record first quarter results marked our fifth consecutive quarter of
substantial growth. Your management has fundamentally moved the growth
trajectory of your company upward and this is a major reason why Moore is
attempting to gain control through its INADEQUATE offer.
Our performance, proven track record and history of meeting or exceeding
projections should confirm to all investors that Moore's offer is INADEQUATE
because it does not reflect our value. A copy of the news release announcing
first quarter results is attached.
MOORE'S OFFER IS INADEQUATE
Your Board of Directors, after consultation with its financial advisor,
Goldman, Sachs & Co., has unanimously rejected the Moore offer as INADEQUATE. We
ask you to do the same thing. The Board is committed to act in the best
interests of all Wallace shareholders, who have been well served by your current
Board and management and will continue to be well served. In light of the record
first quarter results, the Board continues to be optimistic about the future
prospects of your company.
YOUR PROXY IS IMPORTANT
We urge you not to sign any gold proxy cards you may receive from Moore or
its agents. Your vote is important to ensure that Wallace continues to grow as
an independent company and continues to deliver value to you today and in the
future. If you have already signed Moore's gold proxy card, you may revoke that
proxy card by signing, dating and returning the enclosed WHITE Wallace proxy
card.
<PAGE>
RETURN THE ENCLOSED CARD
PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE CARD EVEN IF YOU PREVIOUSLY
HAVE SIGNED AND SENT IN ONE OR MORE WHITE CARDS. Only your latest dated proxy
card will be counted. We are asking you to return new WHITE cards from time to
time to reconfirm your vote and help us track the voting as we get closer to the
annual meeting.
Thank you for your loyalty and continued support.
Sincerely,
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
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.
