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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
/x/ Definitive Additional Materials
/ / 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.
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(Name of Registrant as Specified In Its Charter)
Moore Corporation Limited
FRDK, Inc.
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(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[MOORE CORPORATION LIMITED LETTERHEAD]
November 24, 1995
DEAR WALLACE SHAREHOLDER:
With only a short time remaining until Wallace's Annual Meeting, we wanted
to once again thank you for your support, particularly those who tendered 73.5%
of Wallace's outstanding shares. Now, it is important to remember that whether
you tendered or not, you must once again show your support by voting the GOLD
proxy card promptly.
Clearly, the Wallace Board continues to ignore the powerful message from
its own shareholders that you want them to meet with us immediately to conclude
a transaction that serves the best interests of Wallace and its shareholders.
Instead of responding to your wishes, they remain firmly entrenched and bent on
preserving their independence no matter what the cost to you.
WE BELIEVE WALLACE'S DIRECTORS ARE SIMPLY IGNORING THE REALITY THAT THE
VAST MAJORITY OF THEIR SHAREHOLDERS HAVE SAID THAT A TRANSACTION WITH MOORE WILL
PROVIDE GREATER VALUE THAN AN INDEPENDENT WALLACE.
Ask yourself, why does the Wallace Board refuse to sit down with us? Why do
they refuse to share the basis of their earnings and projections?
In our opinion, only Wallace's Board will benefit from remaining
independent. Do not let them hide behind their anti-takeover defenses. We need
your support to get the 80% vote necessary to remove the Board and rescind the
poison pill so that we will be able to purchase your shares.
WE URGE YOU TO VOTE "FOR" MOORE'S NOMINEES AND "FOR" OUR THREE PROPOSALS
TODAY BY SENDING IN YOUR GOLD CARD. DO NOT RETURN ANY WHITE CARD YOU MAY RECEIVE
FROM WALLACE.
Do not underestimate the importance of your vote, no matter how many or how
few shares you may own. We need the vote of all of those who tendered plus just
a few percent more if we are to succeed in overcoming Wallace's supermajority
provision.
If you have questions about voting your shares, please call MacKenzie
Partners, Inc. toll-free at (800) 322-2885.
Thank you for your continued support.
Sincerely,
/s/ RETO BRAUN
RETO BRAUN
Chairman & CEO
