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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
AMENDMENT NO. 5
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. 5 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of Schedule 14D-9 is hereby amended and supplemented as
follows:
On September 19, 1995, the Company issued a press release. A copy
of such press release is filed as Exhibit 23 hereto and is incorporated
herein by reference.
On September 19, 1995, the United States District Court for the
District of Delaware denied the Motion to Dismiss the Moore Action filed by
the Company and each of the directors of the Company.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 23 Text of Press Release dated September 19, 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 20, 1995
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EXHIBIT INDEX
Exhibit 23 Text of Press Release dated September 19, 1995 issued by the
Company
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[LOGO]
WALLACE
COMPUTER SERVICES, INC.
NEWS RELEASE
For Immediate Release
Contact: Brad Samson, Wallace
708/449-8600
Roy Wiley or Jeff Zilka, Hill & Knowlton
312/255-1200
Wallace Shareholders Continue To Reject Moore Tender Offer
Hillside, Ill., September 19, 1995 -- Wallace Computer Services, Inc. (NYSE:
WCS) today commented on Moore Corporation Limited's second extension of its
hostile tender offer of $56 per share. "This morning, Moore disclosed that 1.6
percent of shares have been tendered," said Bob Cronin, Wallace president and
CEO. "As a follow-on to Moore's disclosure on August 28 that less than 1
percent had tendered, Wallace shareholders appear to be consistently rejecting
the $56 per share offer.
"Moore claims that their offer reflects Wallace's current performance and
future potential. Nothing could be further from the truth. Once the date for
our annual meeting is set, shareholders will receive our proxy materials which
will give them additional factual information.
"The company's business continues to be strong, and we are continuing to
develop significant new customer relationships, many at Moore's expense.
Analysts have been raising their estimates to keep pace with the growth they see
in Wallace's earnings since the offer."
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As previously announced, Wallace's Board of Directors determined that
Moore's unsolicited hostile tender offer of $56 per share is inadequate and not
in the best interests of stockholders, and that in light of the company's future
prospects, the interests of the stockholders will be best served by the company
remaining an independent entity. The Board has recommended that stockholders
not tender their shares.
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. The company recently
reported fiscal 1995 results that included a 17 percent increase in income on a
21 percent increase in sales for the fiscal year. In the fourth quarter, the
company generated 33 percent increases in both net income and sales.
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