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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
AMENDMENT NO. 8
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. 8 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 $60.00 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, the Supplement
dated October 12, 1995 (the "Supplement") and in the related Letter of
Transmittal (which, together with the Offer to Purchase and the Supplement,
constitute the "Offer"). 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 October 12, the Company issued a press release. A copy of such
press release is filed as Exhibit 31 hereto and incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 31 Text of Press Release dated October 12, 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: October 13, 1995
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EXHIBIT INDEX
Exhibit 31 Text of Press Release dated October 12, 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, Jeff Zilka, Hill & Knowlton
312/255-1200
Wallace Urges Holders Not To Tender Pending
Board Review Of Amended Moore Offer
Hillside, Ill., October 12, 1995 -- Wallace Computer Services, Inc. (NYSE: WCS)
said today that Moore Corporation Limited increased its unsolicited hostile
tender offer to acquire all Wallace common shares from $56 per share to $60 per
share.
Bob Cronin, Wallace president and CEO, said that Wallace's Board of
Directors will review the offer, and make a recommendation to shareholders
within five business days. He added that the Board is advising shareholders not
to tender their shares until they receive its recommendation.
"The Board is committed to act in the best interests of shareholders," said
Cronin. "Wallace has an excellent record of delivering shareholder value."
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 net 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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