WALLACE COMPUTER SERVICES INC, SC 14D1, 1995-08-02

WALLACE COMPUTER SERVICES INC
SC 14D1, 1995-08-02
MANIFOLD BUSINESS FORMS

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<PAGE> 1

SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------

WALLACE COMPUTER SERVICES, INC.
(NAME OF SUBJECT COMPANY)

FRDK, INC.
(BIDDER)

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 1G5
(416) 364-2600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
------------------------
COPY TO:

DENNIS J. FRIEDMAN, ESQ.
DAVID M. WILF, ESQ.
DAVID M. SCHWARTZBAUM, ESQ.
CHADBOURNE & PARKE
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100

CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------------------------------- ---------------------------------------------
<S> <C>
$1,286,098,184 $257,219.64
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

* Based on the offer to purchase all outstanding shares of Common Stock of the
Subject Company together with the associated preferred stock purchase rights
at $56 cash per share, the number of shares of Common Stock reported as
outstanding in the Quarterly Report on Form 10-Q of the Subject Company for
the quarter ended April 30, 1995 (22,534,380), and the number of shares of
Common Stock under option reported therein (431,659).

** 1/50 of 1% of Transaction Valuation.

/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
Schedule and the date of its filing.

<TABLE>
<S> <C>
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>

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- --------------------------------------------------------------------------------
<PAGE> 2

This Schedule 14D-1 relates to the offer by FRDK, Inc. (the "Purchaser"), a
New York corporation and a wholly owned subsidiary of Moore Corporation Limited,
a corporation incorporated under the laws of Ontario ("Moore"), to purchase all
outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of
Wallace Computer Services, Inc., a Delaware corporation (the "Company"),
together with the associated preferred stock purchase rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of March 14, 1990, between the
Company and Harris Trust and Savings Bank as Rights Agent (the "Rights
Agreement"), at a price of $56 per Share (and associated Right), net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal (which, together with any amendments on supplements hereto or
thereto, collectively constitute the "Offer"), which are annexed to and filed
with this Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is Wallace Computer Services, Inc., a
Delaware corporation, and the address of its principal executive offices is 4000
West Roosevelt Road, Hillside, Illinois 60162.

(b) The class of securities to which this Statement relates is the Common
Stock, par value $1.00 per share, of the Company, including the Rights. The
information set forth in the Introductory Section and Section 1 of the Offer to
Purchase (the "Offer to Purchase") annexed hereto as Exhibit 1 is incorporated
herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d); (g) The information set forth in Section 9 of the Offer to
Purchase is incorporated herein by reference. The name, business address,
present principal occupation or employment, the material occupations, positions,
offices or employments for the past five years and citizenship of each director
and executive officer of the Purchaser and Moore, and the name, principal
business and address of any corporation or other organization in which such
occupations, positions, offices and employments are or were carried on are set
forth in Schedule I of the Offer to Purchase and incorporated herein by
reference.

(e)-(f) During the last five years, none of the Purchaser or Moore or, to
the best of the Purchaser's knowledge, any of the directors or executive
officers of the Purchaser or Moore has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such law.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Introduction and Section 11 of the
Offer to Purchase is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(g) The information set forth in the Introduction and Sections 7 and 12
of the Offer to Purchase is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in Section 11 of the Offer to Purchase is
incorporated herein by reference.

1
<PAGE> 3

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth in the Introduction and Section 11 of the Offer
to Purchase is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in Section 16 of the Offer to Purchase is
incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.

ITEM 10. ADDITIONAL INFORMATION.

(a) Not applicable.

(b)-(c) The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.

(d) The information set forth in Section 7 of the Offer to Purchase is
incorporated herein by reference.

(e) The information set forth under Section 15 of the Offer to Purchase is
incorporated herein by reference. See Exhibit (g).

(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, to the extent not otherwise incorporated herein by reference, is
incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Offer to Purchase, dated August 2, 1995.

(2) Letter of Transmittal with respect to the Shares and Rights.

(3) Letter, dated August 2, 1995, from Lazard Freres & Co. LLC to
brokers, dealers, banks, trust companies and nominees.

(4) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients.

(5) Notice of Guaranteed Delivery.

(6) IRS Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.

(7) Press Release, dated July 30, 1995.

(8) Form of Summary Advertisement, dated August 2, 1995.

(b) None.

(d) None.

(e) Not applicable.

(f) None.

(g)(1) Complaint of Moore Corporation Limited and FRDK, Inc. v. Wallace
Computer Services, Inc., Robert J. Cronin, Theodore Dimitriou, Fred
F. Canning, William N. Lane, III, Neele E. Stearns, Jr., R. Darrell
Ewers, Richard F. Doyle and William E. Olsen, filed in the United
States District Court for the District of Delaware on July 31, 1995.

(2) Nomination Letter, dated July 31, 1995, from the Purchaser to the
Company.

2
<PAGE> 4

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 2, 1995

FRDK, Inc.

By: /s/ JOSEPH M. DUANE

------------------------------------
Name: Joseph M. Duane
Title: President

3
<PAGE> 5

EXHIBIT INDEX

<TABLE>
<S> <C>
(a)(1) Offer to Purchase, dated August 2, 1995.

(a)(2) Letter of Transmittal with respect to the Shares and Rights.

(a)(3) Letter, dated August 2, 1995, from Lazard Freres & Co. LLC to brokers, dealers,
banks, trust companies and nominees.

(a)(4) Letter to be sent by brokers, dealers, banks, trust companies and nominees to their
clients.

(a)(5) Notice of Guaranteed Delivery.

(a)(6) IRS Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.

(a)(7) Press Release, dated July 30, 1995.

(a)(8) Form of Summary Advertisement, dated August 2, 1995.

(b) None.

(d) None.

(e) Not applicable.

(f) None.

(g)(1) Complaint of Moore Corporation Limited and FRDK, Inc. v. Wallace Computer Services,
Inc., Robert J. Cronin, Theodore Dimitriou, Fred F. Canning, William N. Lane, III,
Neele E. Stearns, Jr., R. Darrell Ewers, Richard F. Doyle and William E. Olsen,
filed in the United States District Court for the District of Delaware on July 31,
1995.

(2) Nomination Letter, dated July 31, 1995, from the Purchaser to the Company.
</TABLE>

<PAGE> 1

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

WALLACE COMPUTER SERVICES, INC.
AT

$56 NET PER SHARE
BY

FRDK, INC.
A WHOLLY OWNED SUBSIDIARY OF

MOORE CORPORATION LIMITED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, AUGUST 29, 1995,
UNLESS THE OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE AT LEAST THAT NUMBER OF
SHARES OF COMMON STOCK OF THE COMPANY, PAR VALUE $1.00 PER SHARE (THE "SHARES"),
THAT WOULD REPRESENT A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED
BASIS ON THE DATE OF PURCHASE, (ii) THE COMPANY'S PREFERRED STOCK PURCHASE
RIGHTS (THE "RIGHTS") HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS OF THE
COMPANY OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE
RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE
PROPOSED MERGER (AS DEFINED HEREIN), (iii) THE ACQUISITION OF SHARES PURSUANT TO
THE OFFER AND THE PROPOSED MERGER HAVING BEEN APPROVED PURSUANT TO SECTION 203
OF THE DELAWARE GENERAL CORPORATION LAW ("SECTION 203") OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF SECTION 203 ARE
OTHERWISE INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND
THE PROPOSED MERGER, (iv) THE PROPOSED MERGER HAVING BEEN APPROVED PURSUANT TO
ARTICLE NINTH OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION (THE
"RESTATED COMPANY CERTIFICATE OF INCORPORATION"), OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF ARTICLE NINTH OF THE
RESTATED COMPANY CERTIFICATE OF INCORPORATION ARE OTHERWISE INAPPLICABLE TO THE
PROPOSED MERGER, AND (v) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION,
THAT THE PURCHASER HAS OBTAINED SUFFICIENT FINANCING TO ENABLE IT TO CONSUMMATE
THE OFFER AND THE PROPOSED MERGER. SEE THE INTRODUCTION AND SECTIONS 1 AND 14.
------------------------

IMPORTANT

Any stockholder desiring to tender all or any portion of such stockholder's
Shares (and the associated Rights) should either (i) complete and sign the
Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such stockholder's signature
thereon guaranteed if required by Instruction 1 to the Letter of Transmittal,
mail or deliver the Letter of Transmittal (or such facsimile), or, in the case
of a book-entry transfer effected pursuant to the procedure set forth in Section
2, an Agent's Message (as defined herein), and any other required documents to
the Depositary and either deliver the certificates for such Shares and, if
separate, the certificate(s) representing the associated Rights to the
Depositary along with the Letter of Transmittal (or facsimile) or deliver such
Shares (and Rights, if applicable) pursuant to the
<PAGE> 2

procedure for book-entry transfer set forth in Section 2 or (ii) request such
stockholder's broker, dealer, bank, trust company or other nominee to effect the
transaction for such stockholder. A stockholder having Shares and, if
applicable, Rights registered in the name of a broker, dealer, bank, trust
company or other nominee must contact such broker, dealer, bank, trust company
or other nominee if such stockholder desires to tender such Shares and, if
applicable, Rights. Unless the Rights Condition (as defined herein) is
satisfied, stockholders will be required to tender one Right for each Share
tendered in order to effect a valid tender of Shares.

If a stockholder desires to tender Shares and Rights and such stockholder's
certificates for Shares (or Rights, if applicable) are not immediately available
or the procedure for book-entry transfer cannot be completed on a timely basis,
or time will not permit all required documents to reach the Depositary prior to
the Expiration Date, such stockholder's tender may be effected by following the
procedure for guaranteed delivery set forth in Section 2.

Questions and requests for assistance or for additional copies of this Offer to
Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be
directed to the Information Agent or to the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase.

------------------------

The Dealer Manager for the Offer is:

LAZARD FRERES & CO. LLC

August 2, 1995
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Introduction.......................................................................... 1
The Tender Offer...................................................................... 5
1. Terms of the Offer.............................................................. 5
2. Procedure for Tendering Shares and Rights....................................... 6
3. Withdrawal Rights............................................................... 10
4. Acceptance for Payment and Payment for Shares................................... 10
5. Certain Federal Income Tax Consequences......................................... 11
6. Price Range of the Shares; Dividends on the Shares.............................. 13
7. Effect of the Offer on the Market for the Shares; Stock Quotation; Exchange Act
Registration; Margin Regulations................................................ 14
8. Certain Information Concerning the Company...................................... 15
9. Certain Information Concerning the Purchaser and Moore.......................... 16
10. Source and Amount of Funds...................................................... 17
11. Contacts and Transactions with the Company; Background of the Offer............. 17
12. Purpose of the Offer; Plans for the Company..................................... 22
13. Dividends and Distributions..................................................... 28
14. Certain Conditions of the Offer................................................. 29
15. Certain Legal Matters........................................................... 32
16. Fees and Expenses............................................................... 35
17. Miscellaneous................................................................... 36
Schedule I -- Directors and Executive Officers of Moore and the Purchaser............. S-1
</TABLE>

i
<PAGE> 4

To the Holders of Common Stock
(including the Associated Preferred Stock
Purchase Rights) of Wallace Computer Services, Inc.:

INTRODUCTION

FRDK, Inc., a New York corporation (the "Purchaser") which is a wholly
owned subsidiary of Moore Corporation Limited, a corporation incorporated under
the laws of Ontario ("Moore"), hereby offers to purchase all outstanding shares
of Common Stock, par value $1.00 per share (the "Shares"), of Wallace Computer
Services, Inc., a Delaware corporation (the "Company"), together with (unless
and until the Purchaser declares that the Rights Condition (as defined below) is
satisfied) the associated preferred stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement dated as of March 14, 1990 (the "Rights
Agreement"), between the Company and Harris Trust and Savings Bank, as Rights
Agent (the "Rights Agent"), at a price of $56 per Share (and associated Right),
net to the seller in cash, without interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). All
references herein to Rights shall include all benefits that may inure to holders
of the Rights pursuant to the Rights Agreement and, unless the context otherwise
requires, all references herein to Shares shall include the Rights.

Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. The
Purchaser will pay all fees and expenses of Lazard Freres & Co. LLC ("Lazard
Freres"), which is acting as Dealer Manager (the "Dealer Manager"), Citibank,
N.A., which is acting as the Depositary (the "Depositary"), and MacKenzie
Partners, Inc., which is acting as Information Agent (the "Information Agent"),
incurred in connection with the Offer. See Section 16.

The purpose of the Offer is to enable Moore to acquire control of, and the
entire equity interest in, the Company. The Offer, as the first step in the
acquisition of the Company, is intended to facilitate the acquisition of all the
Shares. Moore currently intends, as soon as practicable following consummation
of the Offer, to propose and seek to have the Company consummate a merger or
similar business combination with the Purchaser or another direct or indirect
wholly owned subsidiary of Moore (the "Proposed Merger"). The purpose of the
Proposed Merger is to acquire all Shares not tendered and purchased pursuant to
the Offer or otherwise. Pursuant to the Proposed Merger, each then outstanding
Share (other than Shares owned by the Purchaser, Moore or any of their
subsidiaries, Shares held in the treasury of the Company and Shares owned by
stockholders who perfect any available appraisal rights under the Delaware
General Corporation Law (the "DGCL")) would be converted into the right to
receive an amount in cash equal to the price per Share paid pursuant to the
Offer.

Moore intends to seek to negotiate with the Company with respect to the
acquisition of the Company by Moore. If such negotiations result in a definitive
merger agreement between the Company and Moore or another direct or indirect
wholly owned subsidiary of Moore, the consideration to be received by holders of
Shares could include or consist of securities, cash or any combination thereof.
Accordingly, such negotiations could result in, among other things, termination
of the Offer (see Section 14) and submission of a different acquisition proposal
to the Company's stockholders for their approval.

The Purchaser has delivered a notice to the Company indicating its
intention at the Company's 1995 Annual Meeting of Stockholders, which the
Purchaser understands is anticipated by the Board of Directors of the Company to
be held on November 8, 1995 (the "1995 Annual Meeting"), to nominate Curtis A.
Hessler, Albert W. Isenman, III and Robert P. Rittereiser (the "Nominees") to
serve as directors of the Company. The Purchaser has further advised the Company
that it currently plans to notify the Company of its intent to introduce
business at the 1995 Annual Meeting for the purpose of, among other things, (i)
removing all of the other present members of the Board of Directors of the
Company, and (ii) amending the Amended and Restated Bylaws of the Company (the
"Amended and Restated Company Bylaws") to fix the number of directors of the
Company at three. In so advising the Company, the Purchaser reserved the right,
in its sole
<PAGE> 5

discretion and to the fullest extent permitted by law, to modify or amend such
proposals, to propose additional matters, and to decline to propose any or all
of such proposals. The proposals that the Purchaser will so introduce at the
1995 Annual Meeting are collectively referred to herein as the "Stockholder
Proposals." See Section 12. The Nominees intend to (a) redeem the Rights (or
amend the Rights Agreement to make the Rights inapplicable to the Offer and the
Proposed Merger), approve the Offer and the Proposed Merger under Section 203 of
the DGCL ("Section 203"), which would satisfy the Rights Condition and the
Business Combination Condition (each as hereinafter defined), take any action
that is desirable or necessary for the satisfaction of the Article Ninth
Condition (as hereinafter defined), if any, and take such other actions and seek
or grant such other consents or approvals as may be desirable or necessary to
expedite prompt consummation of the Offer and the Proposed Merger or (b) if any
other transaction offering more value to the Company's stockholders is proposed,
take actions to facilitate such a transaction, in each case subject to
fulfillment of the fiduciary duties that they would have as directors of the
Company. Accordingly, election of the Nominees and adoption of the Stockholder
Proposals would expedite the prompt consummation of the Offer and the Proposed
Merger. Under the DGCL, the Restated Certificate of Incorporation of the Company
(the "Restated Company Certificate of Incorporation") and the Amended and
Restated Company Bylaws, election of the Nominees will require a plurality of
the votes cast by stockholders holding Shares entitled to vote in the election
of directors present in person or represented by proxy at the 1995 Annual
Meeting, and adoption of the Stockholder Proposals described in the second
sentence of this paragraph, if introduced by the Purchaser, would require the
affirmative vote of the holders of at least 80% of the outstanding Shares. The
Purchaser intends to file solicitation materials with the Securities and
Exchange Commission (the "Commission") to solicit from stockholders proxies in
favor of the Nominees and the Stockholder Proposals.

THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES OR CONSENTS FROM
THE COMPANY'S STOCKHOLDERS. ANY SUCH SOLICITATION (INCLUDING ANY SOLICITATION
RELATING TO THE ELECTION OF THE NOMINEES AND THE ADOPTION OF THE STOCKHOLDER
PROPOSALS) WILL BE MADE ONLY PURSUANT TO SEPARATE PROXY SOLICITATION MATERIALS
COMPLYING WITH THE REQUIREMENTS OF SECTION 14(a) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (THE "EXCHANGE ACT").

Certain Federal income tax consequences of the sale of Shares pursuant to
the Offer are described in Section 5.

The Offer is subject to the fulfillment of a number of conditions
including, without limitation, the following:

Minimum Tender Condition. THE OFFER IS CONDITIONED UPON THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
SECTION 1) AT LEAST THAT NUMBER OF SHARES (THE "MINIMUM NUMBER OF SHARES") THAT
WOULD REPRESENT A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON
THE DATE OF PURCHASE, WITHOUT GIVING EFFECT TO ANY DILUTION THAT MIGHT ARISE
FROM EXERCISE OF THE RIGHTS (THE "MINIMUM TENDER CONDITION"). THE PURCHASER
RESERVES THE RIGHT (SUBJECT TO THE APPLICABLE RULES AND REGULATIONS OF THE
COMMISSION), WHICH IT PRESENTLY HAS NO INTENTION OF EXERCISING, TO WAIVE OR
REDUCE THE MINIMUM TENDER CONDITION AND TO ELECT TO PURCHASE, PURSUANT TO THE
OFFER, FEWER THAN THE MINIMUM NUMBER OF SHARES. SEE SECTIONS 1 AND 14.

According to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1995, (the "Company 10-Q"), as of April 30, 1995 there
were 22,534,380 Shares issued and outstanding and 431,659 Shares subject to
options outstanding under the Company's Stock Option Plan and the Company's
Employee Stock Purchase Plan. Based on the foregoing and assuming that no
options were granted after April 30, 1995, and no options expired from April 30,
1995 through August 2, 1995, there would be 22,966,039 Shares outstanding on a
fully diluted basis and the Minimum Number of Shares would be 11,483,020.
However, the actual Minimum Number of Shares will depend on the facts as they
exist on the date of purchase.

Rights Condition. THE OFFER IS CONDITIONED UPON THE RIGHTS HAVING BEEN
REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE
OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER (THE "RIGHTS
CONDITION").

2
<PAGE> 6

THE RIGHTS ARE DESCRIBED IN THE COMPANY'S REPORT ON FORM 8-K, DATED MARCH 14,
1990 (THE "COMPANY 8-K"), AND A SUMMARY OF THAT DESCRIPTION IS PROVIDED BELOW
AND IN SECTION 12.

The Rights Agreement provides that, until the close of business on the
Distribution Date (as defined in Section 12), the Rights will be evidenced by
the certificates for the Shares to which the Rights are attached. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any certificates for Shares will also constitute
the surrender for transfer of the Rights associated with the Shares represented
by such certificates. The Rights Agreement further provides that, as soon as
practicable following the Distribution Date, separate certificates representing
the Rights are to be mailed by the Company or the Rights Agent to holders of
record of Shares as of the close of business on the Distribution Date.

The Rights Agreement provides that, subject to certain exceptions, at any
time prior to the close of business on the earlier of (a) the tenth business day
following a public announcement that a person has become an Acquiring Person (as
defined in Section 12), and (b) the Final Expiration Date (as defined in Section
12), the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right payable in cash; provided however,
that any election to redeem that is made after the announcement that a person
has become an Acquiring Person must be made by a majority of the Independent
Directors (as defined in Section 12) of the Board of Directors of the Company.

Based on publicly available information, the Purchaser believes that, as of
August 2, 1995, the Rights were not exercisable, certificates for Rights had not
been issued and the Rights were evidenced by the certificates for Shares to
which the Rights are attached. The Purchaser believes that, as a result of the
commencement of the Offer, the Distribution Date may occur as early as August
16, 1995, unless prior to such date the Company's Board of Directors redeems the
Rights, amends the Rights Agreement to make the Rights inapplicable to the Offer
or delays the Distribution Date.

UNLESS THE RIGHTS CONDITION IS SATISFIED, STOCKHOLDERS WILL BE REQUIRED TO
TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SHARES IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION 2. UNLESS THE
DISTRIBUTION DATE OCCURS, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF
THE ASSOCIATED RIGHTS.

Moore and the Purchaser have commenced litigation against the Company and
the Board of Directors of the Company in the United States District Court for
the District of Delaware seeking, among other things, an order compelling the
Board of Directors of the Company to redeem the Rights or to amend the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed Merger
on the grounds that failure to do so would constitute a breach of fiduciary duty
to the Company's stockholders. Moore and the Purchaser are hereby requesting
that the Board of Directors of the Company redeem the Rights or amend the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed Merger.
However, there can be no assurance that the Board of Directors of the Company
will do so.

Pursuant to the solicitation relating to the election of the Nominees and
the adoption of the Stockholder Proposals, the Purchaser expects to seek to
elect the Nominees, to remove all of the other present members of the Board of
Directors of the Company, and to amend the Amended and Restated Company Bylaws
to fix the number of directors of the Company at three. The Nominees intend to
redeem the Rights (or amend the Rights Agreement to make the Rights inapplicable
to the Offer and the Proposed Merger), subject to the fulfillment of the
fiduciary duties that they would have as directors of the Company. Redemption of
the Rights (or such an amendment of the Rights Agreement) would satisfy the
Rights Condition.

Article Ninth Condition. THE OFFER IS CONDITIONED UPON THE PROPOSED MERGER
HAVING BEEN APPROVED PURSUANT TO ARTICLE NINTH OF THE RESTATED COMPANY
CERTIFICATE OF INCORPORATION ("ARTICLE NINTH"), OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF ARTICLE NINTH OF THE
RESTATED COMPANY CERTIFICATE OF INCORPORATION ARE OTHERWISE INAPPLICABLE TO THE
PROPOSED MERGER ("THE ARTICLE NINTH CONDITION").

3
<PAGE> 7

Article Ninth requires that the holders of at least 80% of the combined
voting power of the outstanding stock of the Company entitled to vote generally
in the election of directors approve mergers and certain other Business
Combinations (as defined in Section 12) involving an Interested Shareholder (as
defined in Section 12), unless the transaction is either (1) approved by a
majority of the Disinterested Directors (as defined in Section 12) or (2)
certain specified price criteria and procedural requirements are met.

Moore and the Purchaser have commenced litigation against the Company and
the Board of Directors of the Company in the United States District Court for
the District of Delaware seeking, among other things, an order compelling the
Board of Directors of the Company to approve the Proposed Merger pursuant to
Article Ninth on the grounds that failure to do so would constitute a breach of
fiduciary duty to the Company's stockholders. Moore and the Purchaser are hereby
requesting that the Board of Directors of the Company adopt a resolution
approving the Proposed Merger pursuant to Article Ninth. However, there can be
no assurance that the Board of Directors of the Company will do so.

Business Combination Condition. THE OFFER IS CONDITIONED UPON THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER HAVING BEEN
APPROVED PURSUANT TO SECTION 203 OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF SECTION 203 ARE OTHERWISE INAPPLICABLE TO THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER (THE
"BUSINESS COMBINATION CONDITION"). THE PROVISIONS OF SECTION 203 ARE DESCRIBED
MORE FULLY IN SECTION 15.

Section 203, in general, prohibits a Delaware corporation such as the
Company from engaging in a Business Combination (as defined in Section 15) with
an Interested Stockholder (as defined in Section 15) for a period of three years
following the date that such person became an Interested Stockholder unless (a)
prior to the date that such person became an Interested Stockholder, the board
of directors of the corporation approved either the Business Combination or the
transaction that resulted in the stockholder becoming an Interested Stockholder,
(b) upon consummation of the transaction that resulted in the stockholder
becoming an Interested Stockholder, the Interested Stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding stock held by directors who are also officers
of the corporation and employee stock plans that do not provide employees with
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer, or (c) on or subsequent to the
date such person became an Interested Stockholder, the Business Combination is
approved by the board of directors of the corporation and authorized at a
meeting of stockholders, and not by written consent, by the affirmative vote of
the holders of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the Interested Stockholder. See Section 15.

Moore and the Purchaser have commenced litigation against the Company and
the Board of Directors of the Company in the United States District Court for
the District of Delaware seeking, among other things, an order compelling the
Board of Directors of the Company to approve the Offer and the Proposed Merger
for purposes of Section 203 on the grounds that failure to do so would
constitute a breach of fiduciary duty to the Company's stockholders. Moore and
the Purchaser are hereby requesting that the Board of Directors of the Company
adopt a resolution approving the Offer and the Proposed Merger for purposes of
Section 203. However, there can be no assurance that the Board of Directors of
the Company will do so.

Pursuant to the solicitation relating to the election of the Nominees and
the adoption of the Stockholder Proposals, the Purchaser expects to seek to
elect the Nominees, and, among other things, to remove all of the other present
members of the Board of Directors of the Company and to amend the Amended and
Restated Company Bylaws to fix the number of directors of the Company at three.
The Nominees intend to approve the Offer and the Proposed Merger under Section
203, subject to the fulfillment of the fiduciary duties that they would have as
directors of the Company. Approval of the Offer and the Proposed Merger under
Section 203 would satisfy the Business Combination Condition.

The Financing Condition. THE OFFER IS CONDITIONED UPON THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE PURCHASER HAS OBTAINED SUFFICIENT
FINANCING TO ENABLE IT TO CONSUMMATE THE OFFER AND THE

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<PAGE> 8

PROPOSED MERGER (THE "FINANCING CONDITION"). SEE SECTION 10 FOR A DESCRIPTION OF
THE PLANS OF THE PURCHASER FOR FINANCING THE OFFER AND THE PROPOSED MERGER.

Certain other conditions to the Offer are described in Section 14. The
Purchaser reserves the right (but shall not be obligated) to waive any or all
such conditions. See Sections 1, 12, 14 and 15.

THE TENDER OFFER

1. TERMS OF THE OFFER

Upon the terms and subject to the conditions of the Offer, the Purchaser
will accept for payment and pay for all Shares validly tendered prior to the
Expiration Date and not theretofore withdrawn in accordance with Section 3. The
term "Expiration Date" means 12:00 Midnight, New York City time, on Tuesday,
August 29, 1995, unless and until the Purchaser, in its sole discretion, shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by the Purchaser, will expire.

THE OFFER IS CONDITIONED UPON SATISFACTION OF THE MINIMUM TENDER CONDITION,
THE RIGHTS CONDITION, THE BUSINESS COMBINATION CONDITION, THE ARTICLE NINTH
CONDITION, THE EXPIRATION OR TERMINATION OF ALL WAITING PERIODS IMPOSED BY THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE
REGULATIONS THEREUNDER (THE "HSR ACT"), AND THE SATISFACTION OF THE OTHER
CONDITIONS SET FORTH IN SECTION 14.

Subject to the applicable rules and regulations of the Commission, the
Purchaser reserves the right, in its sole discretion, at any time and from time
to time, and regardless of whether or not any of the events or facts set forth
in Section 14 hereof shall have occurred, to (a) extend the period of time
during which the Offer is open, and thereby delay acceptance for payment of and
the payment for any Shares, by giving oral or written notice of such extension
to the Depositary and (b) amend the Offer in any other respect by giving oral or
written notice of such amendment to the Depositary. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED SHARES, WHETHER OR NOT THE
PURCHASER EXERCISES ITS RIGHT TO EXTEND THE OFFER.

If by 12:00 Midnight, New York City time, on Tuesday, August 29, 1995 (or
any date or time then set as the Expiration Date), any or all of the conditions
to the Offer have not been satisfied or waived, the Purchaser reserves the right
(but shall not be obligated), subject to the applicable rules and regulations of
the Commission, to (a) terminate the Offer and not accept for payment or pay for
any Shares and return all tendered Shares to tendering stockholders, (b) waive
any or all of the unsatisfied conditions and accept for payment and pay for all
Shares validly tendered prior to the Expiration Date and not theretofore
withdrawn, (c) extend the Offer and, subject to the right of stockholders to
withdraw Shares until the Expiration Date, retain the Shares that have been
tendered during the period or periods for which the Offer is extended or (d)
amend the Offer.

There can be no assurance that the Purchaser will exercise its right to
extend the Offer. Any extension, amendment or termination will be followed as
promptly as practicable by public announcement. In the case of an extension,
Rule 14e-l(d) under the Exchange Act requires that the announcement be issued no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date in accordance with the public announcement
requirements of Rule 14d-4(c) under the Exchange Act. Subject to applicable law
(including Rules 14d-4(c) and 14d-6(d) under the Exchange Act, which require
that any material change in the information published, sent or given to
stockholders in connection with the Offer be promptly disseminated to
stockholders in a manner reasonably designed to inform stockholders of such
change), and without limiting the manner in which the Purchaser may choose to
make any public announcement, the Purchaser will not have any obligation to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones News Service. As used in this Offer to
Purchase, "business day" has the meaning set forth in Rule 14d-1 under the
Exchange Act.

If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment (whether before or after its acceptance for
payment of Shares) for Shares or it is unable to pay for

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<PAGE> 9

Shares pursuant to the Offer for any reason, then, without prejudice to the
Purchaser's rights under the Offer, the Depositary may retain tendered Shares on
behalf of the Purchaser, and such Shares may not be withdrawn except to the
extent tendering stockholders are entitled to withdrawal rights as described in
Section 3. However, the ability of the Purchaser to delay the payment for Shares
that the Purchaser has accepted for payment is limited by Rule 14e-1(c) under
the Exchange Act, which requires that a bidder pay the consideration offered or
return the securities deposited by or on behalf of holders of securities
promptly after the termination or withdrawal of such bidder's offer.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives any material condition of the Offer,
the Purchaser will disseminate additional tender offer materials and extend the
Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Exchange Act. The minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning
the offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then existing,
including the relative materiality of the changed terms or information. With
respect to a change in price or a change in the percentage of securities sought,
a minimum period of 10 business days is generally required to allow for adequate
dissemination to stockholders and investor response.

Requests are being made to the Company pursuant to Rule 14d-5 of the
Exchange Act and Section 220 of the DGCL for the use of the Company's
stockholder lists and security position listings for the purpose of
disseminating the Offer to holders of Shares. This Offer to Purchase, the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares, and will be furnished to brokers, dealers, banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder lists, or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares by the Purchaser following receipt of
such lists or listings from the Company, or by the Company if it so elects.

2. PROCEDURE FOR TENDERING SHARES AND RIGHTS

Valid Tender. For a stockholder validly to tender Shares and Rights
pursuant to the Offer, either (a) a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), together with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message (as
defined below), and any other required documents, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase prior to the Expiration Date and either certificates for tendered
Shares and Rights must be received by the Depositary at one of such addresses or
such Shares and Rights must be delivered pursuant to the procedures for
book-entry transfer set forth below (and a Book-Entry Confirmation (as defined
below) received by the Depositary), in each case prior to the Expiration Date,
or (b) the tendering stockholder must comply with the guaranteed delivery
procedures set forth below.

UNLESS THE RIGHTS CONDITION IS SATISFIED, STOCKHOLDERS WILL BE REQUIRED TO
TENDER ONE RIGHT FOR EACH SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF
SHARES. ACCORDINGLY, STOCKHOLDERS WHO SELL THEIR RIGHTS SEPARATELY FROM THEIR
SHARES AND DO NOT OTHERWISE ACQUIRE RIGHTS MAY NOT BE ABLE TO SATISFY THE
REQUIREMENTS OF THE OFFER FOR A VALID TENDER OF SHARES. As further described in
Section 12, the Rights Agreement provides that until the close of business on
the Distribution Date, the Rights will be evidenced by the certificates for the
Shares and may be transferred with and only with the Shares. The Rights
Agreement further provides that, as soon as practicable following the
Distribution Date, separate certificates representing the Rights are to be
mailed by the Company or the Rights Agent to holders of record of Shares as of
the close of business on the Distribution Date. The Purchaser believes that, as
a result of the commencement of the Offer, the Distribution Date may occur as
early as August 16, 1995, unless prior to such date the Board of Directors of
the Company redeems the Rights, amends the Rights Agreement to make the Rights
inapplicable to the Offer or delays the Distribution Date. UNLESS THE
DISTRIBUTION DATE OCCURS, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF
THE ASSOCIATED RIGHTS.

If the Distribution Date occurs and separate certificates representing the
Rights are distributed by the Company or the Rights Agent to holders of Shares
prior to the time a holder's Shares are tendered pursuant to

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<PAGE> 10

the Offer, certificates representing a number of Rights equal to the number of
Shares tendered must be delivered to the Depositary, or, if available, a
Book-Entry Confirmation received by the Depositary with respect thereto, in
order for such Shares to be validly tendered. If the Distribution Date occurs
and separate certificates representing the Rights are not distributed prior to
the time Shares are tendered pursuant to the Offer, the Rights may be tendered
prior to a stockholder receiving the certificates for the Rights by use of the
guaranteed delivery procedure described below. A tender of Shares constitutes an
agreement by the tendering stockholder to deliver certificates representing a
number of Rights equal to the number of Shares tendered pursuant to the Offer to
the Depositary prior to expiration of the period permitted by such guaranteed
delivery procedures for delivery of certificates for, or a Book-Entry
Confirmation with respect to, the Rights (the "Rights Delivery Period").
However, after expiration of the Rights Delivery Period, the Purchaser may elect
to reject as invalid a tender of Shares with respect to which certificates for,
or a Book-Entry Confirmation with respect to, an equal number of Rights have not
been received by the Depositary. Nevertheless, the Purchaser will be entitled to
accept for payment Shares tendered by a stockholder prior to receipt of the
certificates for the Rights required to be tendered with such Shares, or a
Book-Entry Confirmation with respect to such Rights, and either (a) subject to
complying with applicable rules and regulations of the Commission, withhold
payment for such Shares pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights or (b) make payment for Shares
accepted for payment pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights in reliance upon the agreement of a
tendering stockholder to deliver the Rights and such guaranteed delivery
procedures. Any determination by the Purchaser to make payment for Shares in
reliance upon such agreement and such guaranteed delivery procedures or, after
expiration of the Rights Delivery Period, to reject a tender as invalid will be
made in the sole and absolute discretion of the Purchaser.

The Depositary will establish accounts with respect to the Shares at The
Depository Trust Company, Midwest Securities Trust Company and Philadelphia
Depository Trust Company (collectively, the "Book-Entry Transfer Facilities")
for purposes of the Offer within two business days after the date of this Offer
to Purchase. Any financial institution that is a participant in any of the
Book-Entry Transfer Facilities' systems may make book-entry delivery of Shares
by causing a Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with such Book-Entry Transfer Facility's
procedures for such transfer. However, although delivery of Shares may be
effected through book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message, and any other required documents, must, in any case, be
transmitted to, and received by, the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase prior to the Expiration Date,
or the tendering stockholder must comply with the guaranteed delivery procedures
described below. If the Distribution Date occurs, the Depositary will also make
a request to establish an account with respect to the Rights at each of the
Book-Entry Transfer Facilities, but no assurance can be given that book-entry
delivery of the Rights will be available. If book-entry delivery of the Rights
is available, the foregoing book-entry transfer procedures will also apply to
the Rights. If book-entry delivery of the Rights is not available and the
Distribution Date occurs, a tendering stockholder will be required to tender the
Rights by means of physical delivery to the Depositary of certificates for the
Rights (in which event references in this Offer to Purchase to Book-Entry
Confirmations with respect to the Rights will be inapplicable). The confirmation
of a book-entry transfer of the Shares or the Rights into the Depositary's
account at a Book-Entry Transfer Facility as described above is referred to
herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S
PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF THE SHARES, THE RIGHTS, THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE

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<PAGE> 11

TENDERING STOCKHOLDER. THE SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY
BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal (a) if the Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section, includes any participant in
any of the Book-Entry Transfer Facilities' systems whose name appears on a
security position listing as the owner of the Shares) of the Shares and the
Rights tendered therewith and such registered holder has not completed either
the box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on the Letter of Transmittal or (b) if such Shares and
Rights are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (an "Eligible Institution"). In all other cases, all
signatures on the Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the
certificates for the Shares or the Rights are registered in the name of a person
other than the signer of the Letter of Transmittal, or if payment is to be made
or certificates for the Shares or the Rights not tendered or not accepted for
payment are to be returned to a person other than the registered holder of the
certificates surrendered, the tendered certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name or names of the registered holders or owners appear on the certificates,
with the signatures on the certificates or stock powers guaranteed as aforesaid.
See Instructions 1 and 5 to the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender the Shares and the
Rights pursuant to the Offer and such stockholder's certificates for the Shares
or the Rights are not immediately available (including because certificates for
Rights have not yet been distributed by the Company or the Rights Agent) or the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach the Depositary prior to the
Expiration Date, such stockholder's tender may be effected if all the following
conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser, is received by the
Depositary, as provided below, prior to the Expiration Date; and

(iii) the certificates for all tendered Shares and/or Rights, in proper
form for transfer (or a Book-Entry Confirmation with respect to all such Shares
and/or Rights), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees, or,
in the case of a book-entry transfer, an Agent's Message, and any other required
documents are received by the Depositary within (a) in the case of the Shares,
three trading days after the date of execution of such Notice of Guaranteed
Delivery or (b), in the case of the Rights, a period ending on the later of (1)
three trading days after the date of execution of such Notice of Guaranteed
Delivery or (2) three business days (as defined above) after the date
certificates for the Rights are distributed to stockholders by the Company or
the Rights Agent. A "trading day" is any day on which the New York Stock
Exchange (the "NYSE") is open for business.

The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (a) certificates for (or a timely Book-Entry
Confirmation with respect to) such Shares and, if the Distribution Date occurs,
certificates for (or a timely Book-Entry Confirmation, if available, with
respect to) the associated Rights (unless the Purchaser elects to make payment
for such Shares pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights as described above), (b) a Letter of
Transmittal (or facsimile thereof), properly

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<PAGE> 12

completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and (c) any other documents
required by the Letter of Transmittal. Accordingly, tendering stockholders may
be paid at different times depending upon when certificates for the Shares (or
the Rights) or Book-Entry Confirmations with respect to the Shares (or the
Rights, if available) are actually received by the Depositary. UNDER NO
CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE
PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN
MAKING SUCH PAYMENT.

If the Rights Condition is satisfied, the guaranteed delivery procedures
with respect to certificates for the Rights and the requirement for the tender
of the Rights will no longer apply.

The valid tender of the Shares and, if applicable, the Rights pursuant to
one of the procedures described above will constitute a binding agreement
between the tendering stockholder and the Purchaser upon the terms and subject
to the conditions of the Offer.

Appointment. By executing a Letter of Transmittal as set forth above, the
tendering stockholder will irrevocably appoint designees of the Purchaser as
such stockholder's attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to the full extent
of such stockholder's rights with respect to the Shares and the Rights tendered
by such stockholder and accepted for payment by the Purchaser and with respect
to any and all other Shares, Rights or other securities or rights issued or
issuable in respect of such Shares and Rights on or after August 2, 1995. All
such proxies will be considered coupled with an interest in the tendered Shares
and Rights. Such appointment will be effective when, and only to the extent
that, the Purchaser accepts for payment the Shares tendered by such stockholder
as provided herein. Upon such appointment, all prior powers of attorney, proxies
and consents given by such stockholder with respect to such Shares (except for
any consents issued under any proxy solicitation), Rights or other securities or
rights will, without further action, be revoked and no subsequent powers of
attorney, proxies, consents or revocations may be given (and, if given, will not
be deemed effective). The designees of the Purchaser will thereby be empowered
to exercise all voting and other rights with respect to such Shares, Rights and
other securities or rights in respect of any annual, special or adjourned
meeting of the Company's stockholders, actions by written consent in lieu of any
such meeting or otherwise, as they in their sole discretion deem proper. The
Purchaser reserves the right to require that, in order for the Shares and the
Rights to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares and Rights, the Purchaser must be able to
exercise full voting, consent and other rights with respect to such Shares,
Rights and other securities or rights, including voting at any meeting of
stockholders.

Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Shares
or Rights will be determined by the Purchaser in its sole discretion, which
determination will be final and binding. The Purchaser reserves the absolute
right to reject any or all tenders determined by it not to be in proper form or
the acceptance for payment of or payment for which may, in the opinion of the
Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right
to waive any defect or irregularity in the tender of any Shares or Rights of any
particular stockholder whether or not similar defects or irregularities are
waived in the case of other stockholders. No tender of Shares or Rights will be
deemed to have been validly made until all defects or irregularities relating
thereto have been cured or waived. None of the Purchaser, Moore, the Depositary,
the Information Agent, the Dealer Manager or any other person will be under any
duty to give notification of any defects or irregularities in tenders or incur
any liability for failure to give any such notification. The Purchaser's
interpretation of the terms and conditions of the Offer (including the Letter of
Transmittal and the instructions thereto) will be final and binding.

Backup Withholding. In order to avoid "backup withholding" of Federal
income tax on payments of cash pursuant to the Offer, a stockholder surrendering
Shares in the Offer must, unless an exemption applies, provide the Depositary
with such stockholder's correct taxpayer identification number ("TIN") on a
Substitute Form W-9 and certify under penalties of perjury that such TIN is
correct and that such stockholder is not subject to backup withholding. If a
stockholder does not provide such stockholder's correct TIN or fails to provide
the certifications described above, the Internal Revenue Service (the "IRS") may
impose a penalty on such stockholder and payment of cash to such stockholder
pursuant to the Offer may be subject to backup withholding of 31%. All
stockholders surrendering Shares pursuant to the Offer should complete and sign
the

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<PAGE> 13

main signature form and the Substitute Form W-9 included as part of the Letter
of Transmittal to provide the information and certification necessary to avoid
backup withholding (unless an applicable exemption exists and is proved in a
manner satisfactory to the Purchaser and the Depositary). Certain stockholders
(including, among others, all corporations and certain foreign individuals and
entities) are not subject to backup withholding. Noncorporate foreign
stockholders should complete and sign the main signature form and a Form W-8,
Certificate of Foreign Status, a copy of which may be obtained from the
Depositary, in order to avoid backup withholding. See Instruction 9 to the
Letter of Transmittal.

3. WITHDRAWAL RIGHTS

Except as otherwise provided in this Section 3, tenders of the Shares and
the Rights are irrevocable. The Shares and the Rights tendered pursuant to the
Offer may be withdrawn pursuant to the procedures set forth below at any time
prior to the Expiration Date and, unless theretofore accepted for payment and
paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any
time after September 30, 1995. The Shares or the Rights may not be withdrawn
unless the associated Rights or Shares, as the case may be, are also withdrawn.
A withdrawal of the Shares or the Rights will also constitute a withdrawal of
the associated Rights or Shares, as the case may be.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase and
must specify the name of the person having tendered the Shares and the Rights to
be withdrawn, the number of the Shares and the Rights to be withdrawn and the
name of the registered holder of the Shares and the Rights to be withdrawn, if
different from the name of the person who tendered the Shares and the Rights. If
certificates for the Shares or the Rights have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such Shares or Rights have been tendered by an
Eligible Institution, the signatures on the notice of withdrawal must be
guaranteed by an Eligible Institution. If the Shares or the Rights have been
delivered pursuant to the procedure for book-entry transfer as set forth in
Section 2, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn Shares or Rights and otherwise comply with such Book-Entry Transfer
Facility's procedures. Withdrawals of tenders of the Shares and the Rights may
not be rescinded, and any Shares and Rights properly withdrawn will thereafter
be deemed not validly tendered for purposes of the Offer. However, withdrawn
Shares and Rights may be retendered by again following one of the procedures
described in Section 2 at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser in its sole
discretion, which determination will be final and binding. None of the
Purchaser, Moore, the Depositary, the Information Agent, the Dealer Manager or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.

4. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES

Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept for payment and will pay for all Shares
validly tendered prior to the Expiration Date and not properly withdrawn in
accordance with Section 3 promptly after the Expiration Date. All questions as
to the satisfaction of such terms and conditions will be determined by the
Purchaser in its sole discretion, which determination will be final and binding.
See Sections 1 and 14. The Purchaser expressly reserves the right, in its sole
discretion, to delay acceptance for payment of or payment for Shares in order to
comply in whole or in part with any applicable law, including, without
limitation, the HSR Act. Any such delays will be effected in compliance with
Rule 14e-l(c) under the Exchange Act (relating to a bidder's obligation to pay
for or return tendered securities promptly after the termination or withdrawal
of such bidder's offer).

10
<PAGE> 14

Moore filed a Notification and Report Form with respect to the Offer under
the HSR Act on August 2, 1995. The waiting period under the HSR Act with respect
to the Offer will expire at 11:59 p.m., New York City time, on August 17, 1995,
unless early termination of the waiting period is granted. However, the
Antitrust Division of the Department of Justice (the "Antitrust Division") or
the Federal Trade Commission (the "FTC") may extend the waiting period by
requesting additional information or documentary material from Moore. If such a
request is made, such waiting period will expire at 11:59 p.m., New York City
time, on the 10th day after substantial compliance by Moore with such request.
See Section 15 hereof for additional information concerning the HSR Act and the
applicability of the antitrust laws to the Offer.

In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates for
(or a timely Book-Entry Confirmation with respect to) such Shares and, if the
Distribution Date occurs, certificates for (or a timely Book-Entry Confirmation,
if available, with respect to) the associated Rights (unless the Purchaser
elects to make payment for such Shares pending receipt of the certificates for,
or a Book-Entry Confirmation with respect to, such Rights as described in
Section 2), (b) a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message, and (c) any other documents
required by the Letter of Transmittal. The per Share consideration paid to any
stockholder pursuant to the Offer will be the highest per Share consideration
paid to any other stockholder pursuant to the Offer.

For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares properly tendered to the Purchaser
and not withdrawn as, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance for payment of such Shares. Payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering stockholders. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE
PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.

If the Purchaser is delayed in its acceptance for payment of or payment for
Shares or is unable to accept for payment or pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act),
the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent tendering
stockholders are entitled to exercise, and duly exercise, withdrawal rights as
described in Section 3.

If any tendered Shares are not purchased pursuant to the Offer for any
reason, certificates for any such Shares and the associated Rights will be
returned, without expense to the tendering stockholder (or, in the case of
Shares or Rights delivered by book-entry transfer of such Shares or Rights into
the Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 2, such Shares or Rights will be credited to an
account maintained at the appropriate Book-Entry Transfer Facility), as promptly
as practicable after the expiration or termination of the Offer.

The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to Moore, or to one or more direct or indirect wholly
owned subsidiaries of Moore, the right to purchase Shares tendered pursuant to
the Offer, but any such transfer or assignment will not relieve the Purchaser of
its obligations under the Offer and will in no way prejudice the rights of
tendering stockholders to receive payment for Shares validly tendered and
accepted for payment pursuant to the Offer.

5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The receipt of cash pursuant to the Offer or the Proposed Merger will be a
taxable transaction for Federal income tax purposes under the Internal Revenue
Code of 1986, as amended (the "Code"), and may also be a taxable transaction
under applicable state, local or foreign income or other tax laws. Generally,
for Federal income tax purposes, a tendering stockholder will recognize gain or
loss equal to the difference between the amount of cash received by the
stockholder pursuant to the Offer or the Proposed Merger and the aggregate

11
<PAGE> 15

tax basis in the Shares (together with the Rights) tendered by the stockholder
and purchased pursuant to the Offer or converted in the Proposed Merger, as the
case may be. Gain or loss will be calculated separately for each block of Shares
and Rights tendered and purchased pursuant to the Offer or converted in the
Proposed Merger, as the case may be.

If Shares (and associated Rights) are held by a stockholder as capital
assets, gain or loss recognized by the stockholder will be capital gain or loss,
which will be long-term capital gain or loss if the stockholder's holding period
for the Shares (and associated Rights) exceeds one year. Under present law,
long-term capital gains recognized by an individual stockholder will generally
be taxed at a maximum Federal marginal tax rate of 28%, and long-term capital
gains recognized by a corporate stockholder will be taxed at a maximum Federal
marginal tax rate of 35%.

A stockholder (other than certain exempt stockholders including, among
others, all corporations and certain foreign individuals and entities) that
tenders Shares may be subject to 31% backup withholding unless the stockholder
provides its TIN and certifies that such number is correct or properly certifies
that it is awaiting a TIN, or unless an exemption applies. A stockholder that
does not furnish its TIN may be subject to a penalty imposed by the IRS. See
"Procedure For Tendering Shares and Rights -- Backup Withholding".

If backup withholding applies to a stockholder, the Depositary is required
to withhold 31% from payments to such stockholder. Backup withholding is not an
additional tax. Rather, the amount of the backup withholding can be credited
against the Federal income tax liability of the person subject to the backup
withholding, provided that the required information is given to the IRS. If
backup withholding results in an overpayment of tax, a refund can be obtained by
the stockholder upon filing an income tax return.

The New York State Real Property Transfer Gains Tax, the New York State
Real Estate Transfer Tax, and the New York City Real Property Transfer Tax
(collectively, the "Real Estate Transfer Taxes") are imposed on the transfer or
acquisition, directly or indirectly, of controlling interests in an entity that
owns interests in real property located in New York State or New York City, as
the case may be. The Offer and the Proposed Merger may result in the taxable
transfer of controlling interests in entities that own New York State or New
York City real property for purposes of the Real Estate Transfer Taxes. The
Purchaser will complete and file any necessary tax returns and will pay all Real
Estate Transfer Taxes that result from the Offer and the Proposed Merger. Upon
receipt of the consideration for either the Offer or the Proposed Merger, each
stockholder will be deemed to have agreed to be bound by the Real Estate
Transfer Tax returns filed by the Purchaser. Some other states have similar
transfer taxes and any such taxes which result from the Offer and the Proposed
Merger will also be paid by the Purchaser.

For federal income tax purposes, the payment of such taxes by the Purchaser
may result in the deemed receipt of additional consideration by each stockholder
in proportion to the number of Shares (together with the Rights) sold by such
stockholder. However, in such a case, under Section 164(a) of the Code, a
stockholder may be entitled to reduce the amount realized on the sale by the
amount of the tax treated as additional consideration to such stockholder.

THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES
RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS
COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX
TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES,
TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A
HOLDER OF SHARES IN LIGHT OF INDIVIDUAL CIRCUMSTANCES. STOCKHOLDERS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO
THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME
AND OTHER TAX LAWS) OF THE OFFER AND THE PROPOSED MERGER.

12
<PAGE> 16

6. PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES

The Shares are listed and traded on the NYSE and prices are quoted on the
NYSE under the symbol "WCS." The following table sets forth, for each of the
periods indicated, the high and low sales prices for the Shares on the NYSE
Composite Tape and the amount of cash dividends paid per Share, all as reported
in published financial sources.

WALLACE COMPUTER SERVICES, INC.

<TABLE>
<CAPTION>
FISCAL YEAR ENDING HIGH LOW DIVIDENDS
- ---------------------------------------------------------------- ------ ------ ---------
<S> <C> <C> <C>
July 31, 1992
First Quarter................................................. $23.38 $19.25 $.125
Second Quarter................................................ $25.63 $19.00 $.135
Third Quarter................................................. $27.50 $24.00 $.135
Fourth Quarter................................................ $26.50 $21.75 $.135
July 31, 1993
First Quarter................................................. $25.38 $23.13 $.135
Second Quarter................................................ $29.38 $25.38 $.145
Third Quarter................................................. $28.75 $25.13 $.145
Fourth Quarter................................................ $26.13 $24.13 $.145
July 31, 1994
First Quarter................................................. $28.38 $23.13 $.145
Second Quarter................................................ $33.88 $27.13 $ .16
Third Quarter................................................. $36.13 $32.88 $ .16
Fourth Quarter................................................ $34.75 $31.00 $ .16
July 31, 1995
First Quarter................................................. $34.13 $27.50 $.185
Second Quarter................................................ $29.00 $26.00 $.185
Third Quarter................................................. $34.25 $29.13 $.185
Fourth Quarter................................................ $58.38 $33.38 $.185
</TABLE>

On July 28, 1995, the last trading day before the first public announcement
of the intention to commence the Offer, the reported closing price of the Shares
on the NYSE Composite Tape was $44 per Share. On Sunday, July 30, 1995, Moore
announced the intention to commence the Offer. On Monday, July 31, 1995, the
first trading day following such announcement, the closing price for the Shares
on the NYSE Composite Tape was $58 3/8. On August 1, 1995, which was the last
trading day before commencement of the Offer, the last reported closing price on
the NYSE Composite Tape was $57 7/8 per Share. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES.

As of the date of this Offer to Purchase, the Rights are attached to the
Shares and are not traded separately. As a result, the sales prices per Share
set forth above are also the high and low sales prices per Share and associated
Right during such periods. Upon the occurrence of the Distribution Date, the
Rights are to detach, and may trade separately, from the Shares. See Section 12.
The Purchaser believes that, as a result of Moore's announcement on July 31,
1995 of the intention to commence the Offer, the Distribution Date may occur as
early as August 16, 1995, unless prior to such date the Board of Directors of
the Company redeems the Rights, amends the Rights Agreement to make the Rights
inapplicable to the Offer or changes the Distribution Date. IF THE DISTRIBUTION
DATE OCCURS AND THE RIGHTS BEGIN TO TRADE SEPARATELY FROM THE SHARES,
STOCKHOLDERS SHOULD ALSO OBTAIN A CURRENT MARKET QUOTATION FOR THE RIGHTS.

13
<PAGE> 17

7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK QUOTATION; EXCHANGE
ACT REGISTRATION; MARGIN REGULATIONS

Market for the Shares. The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public.

Stock Quotation. The Shares are listed on the NYSE. According to the
NYSE's published guidelines, the NYSE would consider delisting the Shares if,
among other things, the number of holders of at least 100 Shares should fall
below 1,200, the number of publicly held Shares (exclusive of holdings of
officers and directors of the Company and their immediate families and other
concentrated holdings of 10% or more) should fall below 600,000, or the
aggregate market value of the publicly held Shares should fall below $5,000,000.
According to the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1994 (the "Company 10-K"), there were 3,985 holders of record of Shares
on September 30, 1994 and according to the Company 10-Q, as of April 30, 1995,
there were 22,534,380 Shares outstanding.

If the NYSE were to delist the Shares, the market therefor could be
adversely affected. It is possible that the Shares would be traded on other
securities exchanges or in the over-the-counter market, and that price
quotations would be reported by such exchanges, or through the Nasdaq National
Market ("Nasdaq") or other sources. The extent of the public market for the
Shares and the availability of such quotations would, however, depend upon the
number of stockholders and/or the aggregate market value of the Shares remaining
at such time, the interest in maintaining a market in the Shares on the part of
securities firms, the possible termination of registration of the Shares under
the Exchange Act and other factors. If, as a result of the purchase of the
Shares pursuant to the Offer or otherwise, the Shares no longer meet the
requirements of the NYSE for continued inclusion in the NYSE and the Shares are
no longer included in the NYSE, the market for Shares could be adversely
affected.

Exchange Act Registration. The Shares are currently registered under the
Exchange Act. Registration of the Shares under the Exchange Act may be
terminated upon application of the Company to the Commission if the Shares are
neither listed on a national securities exchange nor held by 300 or more holders
of record. Termination of registration of the Shares under the Exchange Act
would substantially reduce the information required to be furnished by the
Company to its stockholders and to the Commission and would make certain
provisions of the Exchange Act no longer applicable to the Company, such as the
short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the
requirement of furnishing a proxy statement pursuant to Section 14(a) of the
Exchange Act in connection with stockholders' meetings and the related
requirement of furnishing an annual report to stockholders and the requirements
of Rule 13e-3 under the Exchange Act with respect to "going private"
transactions. Furthermore, the ability of "affiliates" of the Company and
persons holding "restricted securities" of the Company to dispose of such
securities pursuant to Rule 144 or 144A promulgated under the Securities Act of
1933, as amended, may be impaired or eliminated. The Purchaser intends to seek
to cause the Company to apply for termination of registration of the Shares
under the Exchange Act as soon after the completion of the Offer as the
requirements for such termination are met.

Based on publicly available information, the Rights are registered under
the Exchange Act, but are attached to the Shares and are not currently
separately transferable. The Purchaser believes that, as a result of the
commencement of the Offer, the Distribution Date may occur as early as August
16, 1995, unless prior to such date the Board of Directors of the Company
redeems the Rights, amends the Rights Agreement to make the Rights inapplicable
to the Offer or changes the Distribution Date. See Section 12. According to the
Company 8-K, as soon as possible after the occurrence of the Distribution Date,
certificates for Rights will be sent to all holders of Rights and the Rights
will become transferable apart from the Shares. If the Distribution Date occurs
and the Rights separate from the Shares, the foregoing discussion with respect
to the effect of the Offer on Exchange Act registration would apply to the
Rights in a similar manner.

If registration of the Shares is not terminated prior to the Proposed
Merger, then the Shares will be delisted from the NYSE and the registration of
the Shares and Rights under the Exchange Act will be terminated following the
consummation of the Proposed Merger.

14
<PAGE> 18

Margin Regulations. The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which has the effect, among other things, of allowing
brokers to extend credit on the collateral of the Shares. Depending upon factors
similar to those described above regarding listing and market quotations, it is
possible that, following the Offer, the Shares would no longer constitute
"margin securities" for the purposes of the margin regulations of the Federal
Reserve Board and therefore could no longer be used as collateral for loans made
by brokers.

8. CERTAIN INFORMATION CONCERNING THE COMPANY

The Company is a Delaware corporation with its principal offices at 4600
West Roosevelt Road, Hillside, Illinois 60162. According to the Company 10-K,
the Company is engaged predominantly in the computer services and supply
industry. The Company provides its customers with a full line of products and
services including business forms, commercial and promotional graphics printing,
computer labels, machine ribbons, computer hardware and software computer
accessories, office products, and electronic forms. Principal products supplied
by the Company include the design, manufacture and sale of business forms,
industrial and consumer catalogs, directories and price lists, pressure
sensitive labels, computer and business machine ribbons, a standard line of
office products forms, and direct mail promotional printing. The Company also
markets computer accessory supplies, office supplies and computer hardware and
software.

Set forth below is certain selected consolidated financial information with
respect to the Company and its subsidiaries excerpted from the information
contained in the Company 10-K and the Company 10-Q. More comprehensive financial
information is included in the Company 10-K, the Company 10-Q and other
documents filed by the Company with the Commission, and the following summary is
qualified in its entirety by reference to the Company 10-K, the Company 10-Q and
such other documents and all the financial information (including any related
notes) contained therein. The Company 10-K, the Company 10-Q and such other
documents should be available for inspection and copies thereof should be
obtainable in the manner set forth below under "Available Information."

WALLACE COMPUTER SERVICES, INC.

SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JULY 31, ---------------------
---------------------------------- APRIL APRIL
1994 1993 1992 30, 30,
-------- -------- -------- 1995 1994
-------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
SUMMARY OF EARNINGS DATA:
Net sales......................... $588,173 $545,315 $511,572 $514,637 $439,104
Net Income........................ $ 47,931 $ 41,170 $ 39,455 $ 39,530 $ 36,060(2)
Net Income per Share.............. $ 2.16 $ 1.84 $ 1.76 $ 1.76 $ 1.63(2)
BALANCE SHEET DATA(1):
Total current assets.............. $248,226 $213,104 $205,200 $253,734 $235,690
Total assets...................... $538,592 $480,722 $467,142 $583,017 $517,100
Total current liabilities......... $ 64,794 $ 55,167 $ 52,954 $ 73,542 $ 63,815
Total stockholders' equity........ $410,139 $368,146 $355,564 $440,347 $397,504
</TABLE>

- ---------------
(1) At period end.

(2) As restated in the Company 10-Q.

Available Information. The Company is subject to the informational
requirements of the Exchange Act and, in accordance therewith, is required to
file reports relating to its business, financial condition and other matters.
Information as of particular dates concerning the Company's directors and
officers, their remuneration, stock options and other matters, the principal
holders of the Company's securities and any material interest of such persons in
transactions with the Company is required to be disclosed in proxy statements
distributed to the Company's stockholders and filed with the Commission. Such
reports, proxy statements and

15
<PAGE> 19

other information should be available for inspection at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street (Suite 1400), Chicago, Illinois 60661. Copies of such information
should be obtainable, by mail, upon payment of the Commission's customary
charges, by writing to the Commission's principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. Such material should also be available for
inspection at the offices of the NYSE, 20 Broad Street, New York, New York
10005.

The information concerning the Company contained herein has been taken from
or is based upon publicly available documents on file with the Commission and
other publicly available information.

9. CERTAIN INFORMATION CONCERNING THE PURCHASER AND MOORE

The Purchaser, a New York corporation, which is a wholly owned subsidiary
of Moore, was organized to acquire the Company and has not conducted any
unrelated activities since its organization. The principal office of the
Purchaser is located at the principal office of Moore. All outstanding shares of
capital stock of the Purchaser are owned by Moore.

Moore is an Ontario corporation with its principal office located at 1
First Canadian Place, Suite 7200, Toronto, Ontario, Canada, M5X 1G5. Moore is a
global leader in delivering information handling products and services that are
both paper-based and electronic-based in order to create efficiency and
competitiveness for its customers.

Moore operates in 59 countries with over 100 manufacturing facilities.
Moore operates in two key market segments: business forms systems, and services
and customer communication services. Moore has also made substantial investments
in the development of digital network printing services. Moore's strategy
includes the objective of becoming a global leader in the emerging labels and
label systems market segment. Moore operates on a decentralized strategic
business unit basis within each geographical location. In order to better serve
customer needs for sales and marketing, Moore also specializes by industry
segment and process application.

The name, business address, citizenship, present principal occupation and
employment history for the past five years of each of the directors and
executive officers of Moore and the Purchaser are set forth on Schedule I of
this Offer to Purchase.

Set forth below is certain selected consolidated financial information with
respect to Moore and its subsidiaries excerpted from the information contained
in Moore's 1994 Annual Report to Stockholders (the "Moore 1994 Annual Report")
and Moore's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
(the "Moore 10-Q"). More comprehensive financial information is included in the
Moore Annual Report, the Moore 10-Q and other documents filed by Moore with the
Commission, and the following summary is qualified in its entirety by reference
to the Moore 1994 Annual Report, the Moore 10-Q and such other documents and all
the financial information (including any related notes) contained therein. The
Moore

16
<PAGE> 20

1994 Annual Report, the Moore 10-Q and such other documents should be available
for inspection and copies thereof should be obtainable in the manner set forth
below under "Available Information."

MOORE CORPORATION LIMITED

SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------ -----------------------
1994 1993 1992 1995 1994
---------- ---------- ---------- ---------- ----------
UNAUDITED
-----------------------
<S> <C> <C> <C> <C> <C>
Summary of Earnings Data:
Total Revenue:................... $2,401,415 $2,328,642 $2,432,998 $1,278,964 $1,190,084
Net earnings (loss):............. $ 121,400 $ (77,606) $ (2,327) $ 214,916 $ 51,697
Net earnings (loss) per common
share:........................ $ 1.22 $ (0.78) $ (0.02) $ 2.16 $ 0.52
Balance Sheet Data:(1)
Total current assets:............ $1,009,714 $1,010,441 $1,063,144 $1,377,667 $1,007,465
Total assets:.................... $2,031,336 $1,974,032 $2,020,715 $2,237,292 $1,983,430
Total current liabilities:....... $ 446,608 $ 451,011 $ 352,491 $ 530,272 $ 409,511
Total liabilities:............... $ 666,162 $ 661,136 $ 545,207 $ 746,874 $ 638,465
Total stockholders' equity:...... $1,365,174 $1,312,896 $1,475,508 $1,490,418 $1,344,965
</TABLE>

- ---------------
(1) At period end.

Available Information. Moore is subject to the informational requirements
of the Exchange Act and, in accordance therewith, files reports relating to its
business, financial condition and other matters. Information, as of particular
dates, concerning Moore's directors and officers, their remuneration, stock
options and other matters, the principal holders of Moore's securities and any
material interest of such persons in transactions with Moore is required to be
disclosed in proxy statements distributed to Moore's stockholders and filed with
the Commission. Such reports, proxy statements and other information should be
available for inspection at the Commission and copies thereof should be
obtainable from the Commission in the same manner as is set forth with respect
to the Company in Section 12. Such material should also be available for
inspection at the offices of the NYSE, 20 Broad Street, New York, New York
10005.

10. SOURCE AND AMOUNT OF FUNDS

The Purchaser estimates that the total amount of funds required pursuant to
the Offer to purchase the number of Shares outstanding on a fully diluted basis
and to pay fees and expenses related to the Offer will be approximately $1.3
billion. See Section 16. The Purchaser plans to obtain the necessary funds
through a combination of capital contributions or advances made by Moore and
various financing options. The Purchaser plans to obtain a portion of the
necessary funds pursuant or one or more loan facilities to be obtained from one
or more commercial banks or other financial institutions on terms and conditions
to be determined hereafter. Moore and the Purchaser are currently in discussions
with a small group of financial institutions regarding the establishment of a
credit facility that would be used to pay all or a portion of the funds required
pursuant to the Offer.

The consummation of the Offer is conditioned upon, among other things, the
Purchaser being satisfied, in its sole discretion, that the Purchaser has
obtained sufficient financing to enable it to consummate the Offer and the
Proposed Merger. See the Introduction and Section 14.

11. CONTACTS AND TRANSACTIONS WITH THE COMPANY; BACKGROUND OF THE OFFER

Within the past year, management of Moore determined that an acquisition or
other business combination with a company in the industry would be in the best
interests of Moore and its stockholders. Moore

17
<PAGE> 21

identified the Company as a possible acquisition candidate because the Company's
products, services and technologies are complementary to those of Moore so that
the combination of the two companies would be ideally suited to provide
integrated information handling solutions demanded by customers now and in the
future and because of the Company's talented management team. In early 1995,
Lazard Freres was requested by Moore to identify individuals affiliated with the
Company who might be contacted to explore a business combination proposal.

In mid to late-February 1995, a representative of Lazard Freres contacted
Mr. Neele Stearns, a Director of the Company, to discuss the possibility of Mr.
Stearns arranging a meeting between Mr. Reto Braun, Chief Executive Officer of
Moore, and Robert J. Cronin, Chief Executive Officer of the Company, for purpose
of discussing the feasibility of a business combination involving the Company
and Moore. The representative and Mr. Stearns met on March 2, 1995 to discuss,
among other matters, such a combination and had a few follow-up conversations on
the same subject over the next several weeks.

At the suggestion of Mr. Stearns, in late-February 1995, Mr. Braun, Chief
Executive Officer, wrote to Mr. Cronin to request a meeting to discuss the
merits of a business combination involving the Company and Moore. Mr. Cronin
subsequently contacted Mr. Braun to advise Mr. Braun that Mr. Cronin had
reviewed with the Board of Directors of the Company the proposal to discuss a
business combination and that the Board of Directors of the Company was not
interested in pursuing any such discussions at that time. Nevertheless, Mr.
Cronin indicated that he would be interested in meeting Mr. Braun over lunch.
Following that conversation, the Lazard Freres representative received
confirmation from Mr. Stearns that the Company was not interested in proceeding
with discussions on a business combination.

On April 18, 1995, Messrs. Braun and Cronin spoke together briefly at an
industry trade conference during which conversation the subject of a business
combination involving the Company and Moore was not discussed; however, Messrs.
Braun and Cronin reconfirmed their mutual desire to have lunch to discuss
opportunities for business cooperation.

From April 20, 1995 to June 26, 1995, Mr. Braun attempted on numerous
occasions to arrange a lunch with Mr. Cronin, only to have the lunch postponed
repeatedly. Finally, on June 26, 1995, Mr. Cronin called Mr. Braun offering to
meet him on certain dates in August 1995. Mr. Braun accepted an opportunity to
meet with Mr. Cronin on August 8, 1995, the earliest date offered to him by Mr.
Cronin.

On July 18, 1995, the Company filed with the commission a Current Report on
Form 8-K containing (i) the Amended and Restated Company Bylaws purportedly
effective as of June 14, 1995, and (ii) an Employment Agreement made and entered
into effective as of January 1, 1995 between the Company and Mr. Cronin (the
"Cronin Employment Agreement").

The Amended and Restated Company Bylaws, among other things, added a
provision purporting to require that stockholders of the Company desiring to
introduce business at any annual meeting of the Company deliver notice to the
Secretary of the Company not later than sixty, and not earlier than ninety, days
in advance of such meeting. The Amended and Restated Company Bylaws further
stated that the chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of the Amended and Restated
Company Bylaws, and that if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.

The Cronin Employment Agreement provides for a term of employment which
runs from January 1, 1995 to December 31, 1999 and provides for certain
termination payments upon the occurrence of certain specified events.

On July 26, 1995, the Purchaser purchased 150 Shares at a price per Share
of $42 5/8, and Moore purchased 200 Shares at a price per Share of $42 5/8.

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<PAGE> 22

On July 30, 1995, Mr. Braun called Mr. Cronin to inform him of the Offer,
but Mr. Cronin was not available.

Mr. Braun then attempted to reach Mr. Theodore Dimitriou, Chairman of the
Board of Directors of the Company. Mr. Braun was unable to reach Mr. Dimitriou.

On July 30, 1995, Moore announced its intention to commence the Offer by
issuing the following press release:

MOORE CORPORATION ANNOUNCES INTENTION
TO ACQUIRE WALLACE COMPUTER SERVICES FOR $56.00 CASH PER SHARE

Toronto, Canada, July 30, 1995 -- Moore Corporation Limited (TSE,
NYSE, ME: MCL) announced today its intention to commence a tender offer for
all of the outstanding common stock of Wallace Computer Services (NYSE:
WCS) for $56.00 per share in cash. With 23 million Wallace shares
outstanding, the total transaction is valued at approximately $1.3 billion.

Moore communicated its intention in the following letter sent today to
Wallace's Chairman, Theodore Dimitriou and its CEO Robert Cronin:

Dear Mr. Dimitriou and Mr. Cronin:

As you know from our prior communications, the Board of Directors and
management of Moore Corporation believe the combination of our two
companies makes eminent business sense. Unfortunately, your Board
specifically rejected our proposal to discuss a strategic business
combination. We therefore felt we had no choice but to proceed with an
offer directly to your shareholders. We continue to believe it is in the
best interests of both companies to move expeditiously toward a
mutually-agreed combination of our companies.

This week we will commence an offer to purchase all of the outstanding
common stock of Wallace at $56.00 per share in cash, a total of
approximately $1.3 billion. This offer represents an 84% premium over
your share price on February 24, 1995 when we first contacted you
regarding a business combination, and 42% over your most recent 30-day
average closing price. In the interim, we have noted your favorable
results and our price reflects both your recent and anticipated
performance. We are confident that your shareholders will find our offer
compelling.

As you know, Moore is the acknowledged global leader in our industry. As
a 113 year old corporation, Moore operates in 59 countries with over 100
manufacturing facilities. Over the past two years, we have been
redirecting our energies and resources to meet the rapidly changing
information handling technologies and demands of our customers and
increase our rate of growth. We have made excellent progress. And we
have noted with interest your similar efforts and progress.

We believe the combination of Moore's strengths with Wallace's would
accelerate our mutual efforts, creating a new entity capable of
providing the full spectrum of integrated products and service offerings
that today's customers demand on a global basis.

Together, we would redefine the industry. The new entity would be far
more than the sum of its parts. In the United States, our respective
operations are complementary in three targeted growth areas: total forms
and print management; labels; and personalized direct mail. Our combined
capabilities in these core areas would give the new entity a significant
competitive opportunity, enabling us to fully serve the needs of any
organization. Together, we would simultaneously expand our sales to our
respective existing customers and appeal to new ones. Overseas, we would
be able to leverage exponentially the combined products, services and
technological advantages with Moore's existing customer base.

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<PAGE> 23

The combination of our two entities would benefit from Moore's:

- World-wide market leader position with global Fortune 1000 customers.

- Unique electronic solutions capabilities, through the JetForm equity
alliance.

- Proprietary research and technologies in variable digital network
color printing, global print management distribution network,
linerless labels, direct personalized marketing, statement processing
and distribution.

- Partnership and strategic alliances with worldwide market and
technology leaders -- Datamax, Indigo, EDS and Toppan Moore.

- Financial strength, continued investment in capital and technology,
and scope of resources.

In sum, the new entity would be ideally positioned to compete
successfully in the global marketplace of the future.

As a result of the provision in your bylaws which requires advance
notice of Board nominees, later today we will be delivering a notice
identifying three nominees for the upcoming annual meeting of
shareholders. Our nominees will be dedicated to implementing our
proposed transaction, consistent with their fiduciary duties. Our
attorneys also advise me we will be filing certain litigation relating
to your defensive provisions.

We have the highest regard for you and your management team, which we
believe would find a professionally exciting and rewarding environment
at the combined entity, and we hope and expect that your team would
remain in place. The complementary nature of our operations would make
integration straightforward and would create exciting new opportunities
for employees of the combined entity. And, of course, our commitment to
the U.S. would remain strong.

We stand ready to meet with you and the Wallace Board and management at
any time to discuss any aspect of our proposed combination so that you
will share our confidence and enthusiasm for this transaction -- a
transaction that serves the best interests of both of our companies and
our shareholders, employees, customers and communities.

Sincerely,

Reto Braun

cc: Wallace Board of Directors

Moore announced it will be commencing litigation against Wallace and its
Board of Directors in the United States District Court for the District of
Delaware. The litigation will seek, among other things, an order compelling
the Board of Directors to redeem the Company's "poison pill" or to make it
inapplicable to Moore's offer and the merger it expects to consummate upon
successful conclusion of its offer and not otherwise to impede the offer,
the proposed merger or the proxy solicitation Moore intends to pursue.

Moore is being advised in the transaction by Lazard Freres & Co. LLC, and
RBC Dominion Securities.

Moore Corporation Limited (TSE, ME, NYSE: MCL) 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.

On July 30, 1995, a representative of Lazard Freres telephoned Mr. Stearns
and informed him of the Offer.

On July 31, 1995, the letter described in the foregoing press release was
delivered to Mr. Cronin and Mr. Dimitriou, with copies to the other members of
the Board of Directors.

On July 31, 1995, the Purchaser delivered a letter to the Company pursuant
to Section 3.3 of the Amended and Restated Company Bylaws, notifying the Company
that it intended to nominate the Nominees

20
<PAGE> 24

for election to the Board of Directors at the Company's 1995 Annual Meeting. The
letter sets forth the intention of the Nominees to (a) redeem the Rights issued
under the Rights Agreement or to make the Rights inapplicable to the Offer and
the Proposed Merger, approve the Offer and the Proposed Merger under Section
203, take any action that is desirable or necessary for satisfaction of the
requirements under Article Ninth, and take such other actions and seek or grant
such other consents or approvals as may be desirable or necessary to expedite
prompt consummation of the Offer and the Proposed Merger or (b) if any other
transaction offering more value to the Company's stockholders is proposed, take
actions to facilitate such a transaction, in each case subject to fulfillment of
the fiduciary duties that they would have as directors of the Company. The
Purchaser further advised the Company that it currently plans to notify the
Company of its intent to introduce the Stockholder Proposals at the Annual
Meeting.

On July 31, 1995, Moore and the Purchaser commenced litigation against the
Company and the Board of Directors of the Company in the United States District
Court for the District of Delaware seeking, among other things, an order
compelling the Board of Directors of the Company to redeem the Rights or to
amend the Rights Agreement to make the Rights inapplicable to the Offer and the
Proposed Merger, to approve the Proposed Merger pursuant to Article Ninth and to
approve the Offer and Proposed Merger for purposes of Section 203.

On July 31, 1995, Mr. Cronin sent the following letter to Mr. Braun:

Dear Mr. Braun:

We have received your letter dated July 30, 1995 in which you have
proposed an acquisition of Wallace Computer Services, Inc. at $56
per share in cash. With the assistance of financial and legal
advisors, the Board of Directors of Wallace will consider the
proposal in due course. Goldman, Sachs & Co. has been retained in
this regard. After the Board has determined its position with
respect to the proposal, we will so inform you. If appropriate at
that time, we will also respond to various assertions in your
letter and public statements.

Sincerely,

Robert J. Cronin
President and
Chief Executive Officer

On August 2, 1995, the Purchaser commenced the Offer.

Except as described in this Offer to Purchase (including Schedule I
hereto), none of the Purchaser, Moore, or to the best knowledge of the
Purchaser, any of the persons listed on Schedule I hereto, or any associate, or
majority owned subsidiary of the Purchaser, Moore or any of the persons so
listed, beneficially owns any equity security of the Company, and none of the
Purchaser, Moore or, to the best knowledge of the Purchaser, any of the persons
referred to above, or any of the respective directors, executive officers or
subsidiaries of any of the foregoing, has effected any transaction in any equity
security of the Company during the past 60 days. The Purchaser and Moore
disclaim beneficial ownership of any Shares owned by any pension plan of Moore
or any affiliate of Moore.

Except as described in this Offer to Purchase, and other than for ordinary
course intercompany inventory purchases and sales not material to the Company,
Moore or its affiliates or to the relationship between them, as of the date
hereof (a) there have not been any contacts, transactions or negotiations
between the Purchaser or Moore, any of their respective subsidiaries or, to the
best knowledge of the Purchaser, any of the persons listed on Schedule I hereto,
on the one hand, and the Company or any of its directors, officers or
affiliates, on the other hand, that are required to be disclosed pursuant to the
rules and regulations of the Commission and (b) none of the Purchaser, Moore or,
to the best knowledge of the Purchaser, any of the persons listed on Schedule I
hereto has any contract, arrangement, understanding or relationship with any
person with respect to any securities of the Company. During the Offer, the
Purchaser and Moore intend to have ongoing contacts and negotiations with the
Company and its directors, officers and stockholders.

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<PAGE> 25

12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY

Purpose. The purpose of the Offer and the Proposed Merger is to enable
Moore to acquire control of, and the entire equity interest in, the Company. The
Offer, as the first step in the acquisition of the Company, is intended to
facilitate the acquisition of all the Shares. Moore currently intends, as soon
as practicable following consummation of the Offer, to propose and seek to
consummate the Proposed Merger. The purpose of the Proposed Merger is to acquire
all Shares not tendered and purchased pursuant to the Offer or otherwise.
Pursuant to the Proposed Merger, each then outstanding Share (other than Shares
owned by the Purchaser, Moore or any of their subsidiaries, Shares held in the
treasury of the Company and Shares owned by stockholders who perfect any
available appraisal rights under the DGCL) would be converted into the right to
receive an amount in cash equal to the price per Share paid by the Purchaser
pursuant to the Offer.

Except in the case of a "short-form" merger as described below, and
assuming satisfaction of the Business Combination Condition, under the DGCL the
approval of the Board of Directors of the Company and the affirmative vote of
holders of a majority of the outstanding Shares (including any Shares owned by
the Purchaser) would be required to approve the Proposed Merger. Therefore, if
the Purchaser acquires, through the Offer or otherwise, voting power with
respect to at least a majority of the outstanding Shares, which would be the
case if the Minimum Tender Condition were satisfied and the Purchaser were to
accept for payment Shares tendered pursuant to the Offer, it would have
sufficient voting power to effect the Proposed Merger without the vote of any
other stockholder of the Company.

The DGCL also provides that if a parent company owns at least 90% of each
class of stock of a subsidiary, the parent company can effect a "short-form"
merger with that subsidiary with the approval of the board of directors of such
subsidiary but without a stockholder vote. Accordingly, if, as a result of the
Offer or otherwise, the Purchaser acquires or controls the voting power of at
least 90% of the outstanding Shares, the Purchaser could, and intends to, effect
the Proposed Merger without prior notice to, or any action by, any other
stockholder of the Company.

If the Proposed Merger has not been consummated, the Purchaser or an
affiliate of the Purchaser may, either immediately following the consummation or
termination of the Offer (whether or not the Purchaser purchases Shares pursuant
to the Offer), or from time to time thereafter, seek to acquire additional
Shares through open market purchases, privately negotiated transactions, a
tender offer or exchange offer or otherwise, upon such terms and at such prices
as it may determine, which may be more or less than the price to be paid
pursuant to the Offer. Alternatively, the Purchaser and its affiliates reserve
the right to sell or otherwise dispose of any or all of the Shares acquired by
them pursuant to the Offer or otherwise, upon such terms and at such prices as
they shall determine.

The precise timing and other details of any merger or other business
combination transaction will depend on a variety of factors such as general
economic conditions and prospects, the future prospects, asset value and
earnings of the Company, the number of Shares acquired by the Purchaser pursuant
to the Offer or otherwise and the statutory requirements described above. The
Purchaser can give no assurance that a merger or other business combination will
be proposed or that, if it is proposed, it will not be delayed or abandoned. The
Purchaser expressly reserves the right not to propose any merger or similar
business combination involving the Company, or to propose a merger or other
business combination on terms other than those set forth herein, and its
ultimate decision could be affected by information hereafter obtained by the
Purchaser, changes in general economic or market conditions or in the business
of the Company or other factors.

Moore intends to seek to negotiate with the Company with respect to the
acquisition of the Company by Moore. If such negotiations result in a definitive
merger agreement with the Company, the consideration to be received by holders
of Shares could include or consist of securities, cash or any combination
thereof. Accordingly, such negotiations could result in, among other things,
termination of the Offer (see Section 14) and submission of a different
acquisition proposal to the Company's stockholders for their approval.

22
<PAGE> 26

The Purchaser has delivered a notice to the Company indicating its
intention at the 1995 Annual Meeting to nominate the Nominees to serve as
directors of the Company. The Purchaser has further advised the Company that it
currently plans to notify the Company of its intent to introduce business at the
1995 Annual Meeting for the purpose of, among other things, (i) removing all of
the other present members of the Board of Directors of the Company, and (ii)
amending the Amended and Restated Company Bylaws to fix the number of directors
of the Company at three. In so advising the Company, the Purchaser reserved the
right, in its sole discretion and to the fullest extent permitted by law, to
modify or amend such proposals, to propose additional matters, and to decline to
propose any or all of such proposals. The Nominees intend to (a) redeem the
Rights (or amend the Rights Agreement to make the Rights inapplicable to the
Offer and the Proposed Merger), approve the Offer and the Proposed Merger under
Section 203, which would satisfy the Rights Condition and the Business
Combination Condition, take any action that is desirable or necessary for the
satisfaction of the Article Ninth Condition, if any, and take such other actions
and seek or grant such other consents or approvals as may be desirable or
necessary to expedite prompt consummation of the Offer and the Proposed Merger
or (b) if any other transaction offering more value to the Company's
stockholders is proposed, take actions to facilitate such a transaction, in each
case subject to fulfillment of the fiduciary duties that they would have as
directors of the Company. Accordingly, election of the Nominees and adoption of
the Stockholder Proposals would expedite the prompt consummation of the Offer
and the Proposed Merger. Under the DGCL, the Restated Company Certificate of
Incorporation of the Company and the Amended and Restated Company Bylaws,
election of the Nominees will require a plurality of the votes cast by
stockholders holding Shares entitled to vote in the election of directors
present in person or represented by proxy at the 1995 Annual Meeting, and
adoption of the Stockholder Proposals described in the second sentence of this
paragraph, if introduced by the Purchaser, would require the affirmative vote of
the holders of at least 80% of the outstanding Shares. The Purchaser intends to
file solicitation materials with the Commission to solicit from stockholders
proxies in favor of the Nominees and the Stockholder Proposals.

Plans for the Company. In connection with the Offer, Moore and the
Purchaser have reviewed, and will continue to review, on the basis of publicly
available information, various possible business strategies that they might
consider in the event that the Purchaser acquires control of the Company
pursuant to the Proposed Merger. Moore and the Purchaser intend to conduct a
detailed review of the Company and its assets, corporate structure, dividend
policy, capitalization, operations, properties, policies, management and
personnel and consider and determine what, if any, changes would be desirable in
light of the circumstances which then exist. Such strategies could include,
among other things, changes in the Company's business, corporate structure,
Restated Company Certificate of Incorporation, Amended and Restated Company
Bylaws, capitalization, management or dividend policy. If the Offer and the
Proposed Merger are successfully completed, Moore intends to seek to retain the
Company's management team. It is anticipated that the Company's management will
be assigned significant responsibility for the combined business of the Company
and Moore.

Except as indicated in this Offer, neither Moore nor the Purchaser has any
present plans or proposals which relate to or would result in an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries or any
material change in the Company's capitalization or dividend policy or any other
material changes in the Company's corporate structure or business.

The Rights. Set forth below is a summary description of the Rights derived
from the Company 8-K.

On March 14, 1990, the Board of Directors of the Company declared a
dividend of one Right for each Share. The dividend was payable as of the close
of business on March 28, 1990 to the common stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one two-
hundredth of a share of Series A Preferred Stock, par value $50 per share (the
"Preferred Shares"), of the

23
<PAGE> 27

Company at a price of $115 per one two-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.

Until the earlier to occur of (a) 10 days following a public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 20% or more (or such lower beneficial ownership
threshold not less than 10% as may be established through an amendment of the
Rights Agreement) of the outstanding Shares (an "Acquiring Person" and such date
of public announcement, the "Stock Acquisition Date") and (b) 10 business days
(or such other date as determined by the Board of Directors of the Company prior
to the first date of public announcement by the Company or an Acquiring Person
that a person has become an Acquiring Person) after the date a tender or
exchange offer is first published, sent or given within the meaning of Rule
14d-2(a) under the Exchange Act, the consummation of which would result in a
person or group becoming an Acquiring Person (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced by the
certificates for the Shares to which the Rights are attached until the
Distribution Date. The Rights will detach from the outstanding Shares and
separate Rights certificates will be issued on or after the Distribution Date.

The Rights Agreement provides that, until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer of
any certificates for Shares will also constitute the surrender for transfer of
the Rights associated with the Shares represented by such certificates. The
Rights Agreement further provides that, as soon as practicable following the
Distribution Date, separate certificates for Rights will be mailed by the
Company or the Rights Agent to holders of record of the Shares as of the close
of business on the Distribution Date.

The Rights will expire on March 31, 2000 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.

The Purchase Price payable and the number of Preferred Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time as provided in the Rights Agreement.

Preferred Shares purchasable upon exercise of the Rights shall be
redeemable, at the option of the Company, in whole or in part, at a redemption
price of $115 per one two-hundredth of a Preferred Share plus the amount of all
accrued and unpaid dividends and distributions. Each Preferred Share will be
entitled to a cumulative preferential quarterly cash dividend payment of the
greater of $115 per share or 200 times (subject to adjustments) all cash and
non-cash dividends declared per Share during the previous period. In the event
of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $115 per one two-hundredth share
plus an amount equal to all accrued and unpaid distributions thereon, whether or
not declared, to the date of such payment. Each Preferred Share will have 200
votes, subject to adjustment, voting together, with certain exceptions, as a
single class with the Shares. Finally, in the event of any merger, consolidation
or other transaction in which Shares are exchanged, each Preferred Share will be
entitled to receive 200 times, subject to adjustment, the amount received per
Share. Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one two-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, according to the Company 8-K,
approximate the value of one Share.

If any person becomes an Acquiring Person, and in certain other events,
then the Rights Agreement requires that proper provision be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
and certain affiliated or associated persons (which will thereafter be void),
will thereafter have the right to receive upon exercise that number of Shares
(or, in certain circumstances, other securities or cash) having a market value
of two times the exercise price of the Right. In the event that, following the
public announcement that a person has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or rights,
assets, properties or interests in properties accounting for 50% or more of the
assets or the earning power of the Company and its subsidiaries are sold, the
Rights Agreement requires that proper provisions be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of

24
<PAGE> 28

shares of common stock of the acquiring company that at the time of such
transaction will have a market value of two times the exercise price of the
Right.

The Rights Agreement provides that, at any time following a public
announcement that any person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Shares,
the Board of Directors of the Company (with the concurrence of a majority of the
independent members of the Board of Directors (the "Independent Directors") if
made after the announcement that a person has become an Acquiring Person) may
authorize the exchange of the Rights (other than Rights owned by the Acquiring
Person), in whole or in part, at an exchange ratio of one Share for each Right,
or one two-hundredth of a Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges) per Right (subject to adjustment).

The Rights Agreement provides that, at any time prior to the close of
business on the earlier of (a) the tenth business day following the later to
occur of the Stock Acquisition Date or the Record Date, or (b) the Final
Expiration Date, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right payable in cash; provided,
however, that any election to redeem that is made after the announcement that a
person has become an Acquiring Person must be made by a majority of the
Independent Directors of the Board of Directors. The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Upon any action of
the Board of Directors ordering a redemption of the Rights, the Rights shall not
be exercisable and shall terminate and the only right of the holders of the
Rights will be to receive the redemption price.

Subject to the final exception below, the Rights Agreement may be
supplemented or amended without the approval of any holder of certificates for
Rights prior to the Distribution Date, but following the Distribution Date, the
Rights Agreement may be supplemented or amended only in order to cure any
ambiguity, to correct or supplement any provision contained therein that may be
defective or inconsistent with any other provision therein or to make any other
provisions with respect to the Rights which the Company may deem necessary or
desirable that do not adversely affect the interests of the holders of the
Rights, except that the Rights Agreement may not be amended to lengthen the time
period for the redemption of the Rights, if the Rights are not then redeemable,
and no other time periods may be lengthened unless it is for the purpose of
protecting, clarifying or enhancing the rights of the holders of the Rights and
except that no supplement or amendment may be made that changes the redemption
price, the Final Expiration Date, the exercise price or the number of units for
which a Right is exercisable, or, after the Stock Acquisition Date, without the
approval of the Independent Directors.

The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
and the other documents included in the Company 8-K. The Company 8-K should be
available for inspection and copies thereof should be obtainable in the manner
set forth below under "Available Information."

PURSUANT TO THE RIGHTS CONDITION, THE OFFER IS CONDITIONED UPON THE RIGHTS
HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR THE PURCHASER
BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED
OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER.

Moore and the Purchaser have commenced litigation against the Company and
Board of Directors of the Company in the United States District Court for the
District of Delaware seeking, among other things, an order compelling the Board
of Directors of the Company to redeem the Rights or to amend the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed Merger
on the grounds that failure to do so would constitute a breach of fiduciary duty
to the Company's stockholders. Moore and the Purchaser are hereby requesting
that the Board of Directors of the Company redeem the Rights or amend the Rights

25
<PAGE> 29

Agreement to make the Rights inapplicable to the Offer and the Proposed Merger.
However, there can be no assurance that the Board of Directors of the Company
will do so.

Article Ninth. Set forth below is a summary of Article Ninth derived from
the Proxy Statement dated October 8, 1985 (the "1985 Proxy Statement") prepared
by the Board of Directors of the Company seeking stockholder approval of, among
other things, Article Ninth:

Article Ninth requires that the holders of at least 80% of the combined
voting power of the outstanding stock of the Company entitled to vote generally
in the election of directors ("Voting Stock") approve mergers and certain other
transactions ("Business Combinations") involving an Interested Shareholder (as
defined below) unless either (1) the transaction is approved by a majority of
the Disinterested Directors (as defined below) or (2) certain specified price
criteria and procedural requirements are met.

An "Interested Shareholder" is defined in Article Ninth as any person
(other than the Company, or any subsidiary, or any profit-sharing, employee
stock ownership or other employee benefit plan of the Company or any subsidiary)
who (i) is the beneficial owner (as defined in Article Ninth) of Voting Stock
representing more than 20% of the combined voting power of the Voting Stock, or
(ii) is an affiliate of the Company and at any time within the prior two-year
period was the beneficial owner of Voting Stock representing more than 20% of
the combined voting power of the then outstanding Voting Stock, or (iii) is an
assignee of or has succeeded to any shares of Voting Stock in a transaction not
involving a public offering which were at any time within the prior two-year
period beneficially owned by an Interested Shareholder.

For the purposes of Article Ninth, a "Business Combination" includes the
following transactions: (i) a merger or consolidation of the Company or any
subsidiary with any Interested Shareholder or with any other person who is, or
after such transaction would be, an affiliate of any Interested Shareholder;
(ii) the sale, lease, exchange, mortgage, pledge, transfer or other disposition
of assets having a fair market value of $1,000,000 or more by the Company or any
subsidiary to any Interested Shareholder or to any other person who is, or after
such transaction would be, an affiliate of any Interested Shareholder; (iii) the
issuance or transfer of stock or other securities having a fair market value of
$1,000,000 or more by the Company or any subsidiary to any Interested
Shareholder or to any person who is, or after such transaction would be, an
affiliate of any Interested Shareholder; (iv) the adoption of any plan or
proposal for the liquidation or dissolution of the Company proposed by or on
behalf of any Interested Shareholder or any person who is, or after such
transaction would be, an affiliate of any Interested Shareholder; or (v) any
issuance, transfer or modification (by amendment to the Restated Company
Certificate of Incorporation or otherwise) of stock or other securities, any
reclassification of stock or other securities (including any reverse stock
split), any recapitalization, any reorganization (including any merger or
consolidation), or any other transaction which has the effect, directly or
indirectly, of increasing the voting power of, or the proportionate share of the
outstanding stock (or securities convertible into stock) of any class or series
of the Company or any subsidiary beneficially owned by, any Interested
Shareholder or any person who is, or after such transaction would be, an
affiliate of any Interested Shareholder.

For the purposes of Article Ninth, a "Disinterested Director" with respect
to any Interested Shareholder is (i) any member of the Board of Directors of the
Company who is not affiliated with such Interested Shareholder and its
affiliates and was a director of the Company prior to the time the Interested
Shareholder became an Interested Shareholder, and (ii) any successor of a
Disinterested Director who is not affiliated with such Interested Shareholder
and its affiliates and was recommended by a majority of the Disinterested
Directors then on the Board of Directors of the Company.

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The 80% affirmative stockholder vote would not be required if either (i)
the transaction has been approved by a majority of the Disinterested Directors
or (ii) all of the minimum price criteria and procedural requirements described
in paragraphs (1) and (2) below are satisfied.

(1) Minimum Price Criteria. In a Business Combination involving cash or
other consideration being paid to the Company's stockholders, the consideration
to be received by holders of a particular class or series of stock would be
required to be either cash or the same type of consideration previously used by
the Interested Shareholder in acquiring the largest portion of such class or
series of stock prior to the first public announcement of the proposed Business
Combination (the "Announcement Date"). In addition, the fair market value (as
calculated in accordance with Article Ninth) of such consideration on the date
the Business Combination is consummated (the "Consummation Date") would be
required to meet certain minimum price criteria described below.

In the case of holders of Shares, the fair market value per Share received
by such holders would have to be at least equal in value to the higher of (a)
the highest per Share price paid for any Shares beneficially owned by the
Interested Shareholder which were acquired either during the two years prior to
the Announcement Date or in the transaction or transactions in which it became
an Interested Shareholder (whichever is higher), or (b) the fair market value
per Share on the Announcement Date, or (c) the fair market value per Share on
the date on which the Interested Shareholder became an Interested Shareholder
(the "Determination Date"). For the purposes of Article Ninth, the fair market
value of Shares on the Announcement Date or the Determination Date would be the
highest closing sale price during the immediately preceding 30-day period,
adjusted appropriately for any dividend or distribution in Shares or any stock
split or reclassification of outstanding Shares into a smaller number of Shares.
If the Shares beneficially owned by the Interested Shareholder do not include
any Shares acquired during the two-year period prior to the Announcement Date or
in the transaction or transactions in which it became an Interested Shareholder,
the minimum price would be as determined under clause (b) or (c) above.

In the case of holders of any class or series of stock other than Shares,
the fair market value per share received by such holders would have to be at
least equal to the higher of (a) the highest per share price determined with
respect to such class or series of stock in the same manner as described in
clauses (a), (b) and (c) of the preceding paragraph, or (b) the highest amount
per share to which the holders of such class or series of stock are entitled in
the event of any optional or mandatory redemption of such class or series of
stock, or (c) the highest preferential amount per share to which the holders of
such class or series of stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company.

(2) Procedural Requirements. Article Ninth requires an 80% stockholder
vote (unless a majority of the Disinterested Directors have approved the
Business Combination) if the Company, after the Interested Shareholder became an
Interested Shareholder, (a) fails to pay in full on the regular payment date any
quarterly dividends on its preferred stock, or (b) reduces the rate of dividends
paid on its common stock (except as necessary to reflect any subdivision of the
common stock), or (c) fails to increase the rate of dividends paid on the Shares
as necessary to reflect any reclassification (including any reverse stock
split), recapitalization, reorganization or similar transaction which has the
effect of reducing the number of outstanding Shares, except, in each case, as
approved by a majority of the Disinterested Directors.

Article Ninth also requires an 80% stockholder vote (unless a majority of
the Disinterested Directors have approved the Business Combination) if, after
the Interested Shareholder became an Interested Shareholder, it acquired or
otherwise became the beneficial owner of any additional shares of stock of the
Company, whether acquired from the Company or otherwise, except as part of the
transaction or transactions pursuant to which it became an Interested
Shareholder.

Under Article Ninth, the receipt by the Interested Shareholder at any time
after it became an Interested Shareholder, whether in connection with the
proposed Business Combination or otherwise, of the benefit of any loans or other
financial assistance or tax advantages provided by the Company or any subsidiary
(other than proportionately as a stockholder) triggers the 80% stockholder vote
requirement (unless a majority of the Disinterested Directors approve the
Business Combination).

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Under Article Ninth, in order to avoid the 80% stockholder vote requirement
(unless the Business Combination has been approved by a majority of the
Disinterested Directors), a proxy or information statement disclosing the terms
and conditions of the proposed Business Combination and complying with the
requirements of the proxy rules promulgated under the Exchange Act must be
mailed to all stockholders of the Company at least 30 days prior to the
consummation of a Business Combination.

The foregoing summary of Article Ninth does not purport to be complete and
is qualified in its entirety by reference to the 1985 Proxy Statement and the
Restated Company Certificate of Incorporation. The 1985 Proxy Statement and the
Restated Company Certificate of Incorporation should be available for inspection
and copies thereof should be obtainable in the manner set forth above under
"Available Information." See Section 8.

Moore and the Purchaser have commenced litigation against the Company and
the Board of Directors of the Company in the United States District Court for
the District of Delaware seeking, among other things, an order compelling the
Board of Directors of the Company to approve the Proposed Merger pursuant to
Article Ninth on the grounds that failure to do so would constitute a breach of
fiduciary duty to the Company's stockholders. Moore and the Purchaser are hereby
requesting that the Company's Board of Directors approve the Proposed Merger
pursuant to Article Ninth on the grounds that the failure to do so would
constitute a breach of fiduciary duty to the Company stockholders. However,
there can be no assurance that the Board of Directors of the Company will do so.

THE OFFER IS CONDITIONED UPON THE PROPOSED MERGER HAVING BEEN APPROVED
PURSUANT TO ARTICLE NINTH, OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF ARTICLE NINTH ARE OTHERWISE INAPPLICABLE TO
THE PROPOSED MERGER.

13. DIVIDENDS AND DISTRIBUTIONS

If, on or after July 30, 1995, the Company should (a) split, combine or
otherwise change the Shares or its capitalization (other than by redemption of
the Rights in accordance with their terms as such terms have been publicly
disclosed prior to July 30, 1995), (b) acquire or otherwise cause a reduction in
the number of outstanding Shares or other securities (other than as aforesaid)
or (c) issue or sell additional Shares (other than the issuance of Shares under
option prior to July 30, 1995, in accordance with the terms of such options as
such terms have been publicly disclosed prior to July 30, 1995), shares of any
other class of capital stock, other voting securities or any securities
convertible into, or rights, warrants or options, conditional or otherwise, to
acquire any of the foregoing, then, subject to the provisions of Section 14, the
Purchaser, in its sole discretion may make such adjustments as it deems
appropriate in the Offer Price and other terms of the Offer, including without
limitation, the number or type of securities offered to be purchased.

If, on or after July 30, 1995, the Company should declare or pay any cash
dividend on the Shares or other distribution on the Shares, or issue with
respect to the Shares any additional Shares, shares of any other class of
capital stock, other voting securities or any securities convertible into, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, payable or distributable to stockholders of record on a date prior to
the transfer of the Shares purchased pursuant to the Offer to the Purchaser or
its nominee or transferee on the Company's stock transfer records, then, subject
to the provisions of Section 14, (a) the Offer Price may, in the sole discretion
of the Purchaser, be reduced by the amount of any such cash dividend or cash
distribution and (b) the whole of any such noncash dividend, distribution or
issuance to be received by the tendering stockholders will (i) be received and
held by the tendering stockholders for the account of the Purchaser and will be
required to be promptly remitted and transferred by each tendering stockholder
to the Depositary for the account of the Purchaser, accompanied by appropriate
documentation of transfer, or (ii) at the direction of the Purchaser, be
exercised for the benefit of the Purchaser, in which case the proceeds of such
exercise will promptly be remitted to the Purchaser. Pending such remittance and
subject to applicable law, the Purchaser will be entitled to all rights and
privileges as owner of any such noncash dividend, distribution, issuance or
proceeds and may withhold the entire Offer Price or deduct from the Offer Price
the amount or value thereof, as determined by the Purchaser in its sole
discretion.

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14. CERTAIN CONDITIONS OF THE OFFER

Notwithstanding any other term or provision of the Offer, the Purchaser
will not be required to accept for payment or, subject to any applicable rules
and regulations of the Commission, including Rule 14e-l(c) under the Exchange
Act (relating to a bidder's obligation to pay for or return tendered securities
promptly after the termination or withdrawal of such bidder's offer), to pay for
any Shares not theretofore accepted for payment or paid for unless (1) the
Minimum Tender Condition shall have been satisfied, (2) the Rights Condition
shall have been satisfied, (3) the Business Combination Condition shall have
been satisfied, (4) the Article Ninth Condition shall have been satisfied, (5)
the Financing Condition shall have been satisfied and (6) any waiting period
under the HSR Act applicable to the purchase of the Shares pursuant to the Offer
shall have expired or been terminated. Furthermore, notwithstanding any other
term or provision of the Offer, the Purchaser will not be required to accept for
payment or, subject as aforesaid, to pay for any Shares not theretofore accepted
for payment or paid for, and may terminate or amend the Offer if, at any time on
or after July 30, 1995, and before the acceptance of such Shares for payment or
the payment therefor, any of the following events or facts shall have occurred:

(a) there shall be threatened, instituted or pending any action,
proceeding, application or counterclaim by any government or governmental,
regulatory or administrative authority or agency, domestic, foreign or
supranational (each, a "Governmental Entity"), or by any other person,
domestic or foreign, before any court or Governmental Entity, (i)(A)
challenging or seeking to, or which is reasonably likely to, make illegal,
delay or otherwise directly or indirectly restrain or prohibit, or seeking
to, or which is reasonably likely to, impose voting, procedural, price or
other requirements, in addition to those required by Federal securities
laws and the DGCL (each as in effect on the date of this Offer to
Purchase), in connection with, the making of the Offer, the acceptance for
payment of, or payment for, some of or all the Shares by the Purchaser,
Moore or any other affiliate of Moore or the consummation by the Purchaser,
Moore or any other affiliate of Moore of a merger or other similar business
combination with the Company, (B) seeking to obtain material damages or (C)
otherwise directly or indirectly relating to the transactions contemplated
by the Offer or any such merger or business combination, (ii) seeking to
prohibit the ownership or operation by the Purchaser, Moore or any other
affiliate of Moore of all or any portion of the business or assets of the
Company and its subsidiaries or of the Purchaser, Moore or any other
affiliate of Moore or to compel the Purchaser, Moore or any other affiliate
of Moore to dispose of or hold separate all or any portion of the business
or assets of the Company or any of its subsidiaries or of the Purchaser,
Moore or any other affiliate of Moore or seeking to impose any limitation
on the ability of the Purchaser, Moore or any other affiliate of Moore to
conduct such business or own such assets, (iii) seeking to impose or
confirm limitations on the ability of the Purchaser, Moore or any other
affiliate of Moore effectively to exercise full rights of ownership of the
Shares, including, without limitation, the right to vote any Shares
acquired or owned by the Purchaser, Moore or any other affiliate of Moore
on all matters properly presented to the Company's stockholders, (iv)
seeking to require divestiture by the Purchaser, Moore or any other
affiliate of Moore of any Shares, (v) seeking any material diminution in
the benefits expected to be derived by the Purchaser, Moore or any other
affiliate of Moore as a result of the transactions contemplated by the
Offer or any merger or other similar business combination with the Company,
(vi) otherwise directly or indirectly relating to the Offer or which
otherwise, in the sole judgment of the Purchaser, might materially
adversely affect the Company or any of its subsidiaries or the Purchaser,
Moore or any other affiliate of Moore or the value of the Shares or (vii)
in the sole judgment of the Purchaser, materially adversely affecting the
business, properties, assets, liabilities, capitalization, stockholders'
equity, condition (financial or otherwise), operations, licenses or
franchises, results of operations or prospects of the Company or any of its
subsidiaries;

(b) there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction proposed,
enacted, enforced, promulgated, amended, issued or deemed applicable to (i)
the Purchaser, Moore or any other affiliate of Moore or the Company or any
of its subsidiaries or (ii) the Offer or any merger or other similar
business combination by the Purchaser, Moore or any other affiliate of
Moore with the Company, by any government, legislative body or court,
domestic, foreign or supranational, or Governmental Entity, other than the
routine application of the

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<PAGE> 33

waiting period provisions of the HSR Act to the Offer, that, in the sole
judgment of the Purchaser, might, directly or indirectly, result in any of
the consequences referred to in clauses (i) through (vii) of paragraph (a)
above;

(c) any change shall have occurred or been threatened (or any
condition, event or development shall have occurred or been threatened
involving a prospective change) in the business, properties, assets,
liabilities, capitalization, stockholders' equity, condition (financial or
otherwise), operations, licenses or franchises, results of operations or
prospects of the Company or any of its subsidiaries that, in the sole
judgment of the Purchaser, is or may be materially adverse to the Company
or any of its subsidiaries, or the Purchaser shall have become aware of any
facts that, in the sole judgment of the Purchaser, have or may have
material adverse significance with respect to either the value of the
Company or any of its subsidiaries or the value of the Shares to the
Purchaser, Moore or any other affiliate of Moore;

(d) there shall have occurred or been threatened (i) any general
suspension of trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market in the
United States, Canada or abroad, (ii) any extraordinary or material adverse
change in the financial markets or major stock exchange indices in the
United States, Canada or abroad or in the market price of Shares, (iii) any
change in the general political, market, economic or financial conditions
in the United States, Canada or abroad that could, in the sole judgment of
the Purchaser, have a material adverse effect upon the business,
properties, assets, liabilities, capitalization, stockholders' equity,
condition (financial or otherwise), operations, licenses or franchises,
results of operations or prospects of the Company or any of its
subsidiaries or the trading in, or value of, the Shares, (iv) any material
change in United States or Canada currency exchange rates or any other
currency exchange rates or a suspension of, or limitation on, the markets
therefor, (v) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, Canada or abroad, (vi)
any limitation (whether or not mandatory) by any government, domestic,
foreign or supranational, or Governmental Entity on, or other event that,
in the sole judgment of the Purchaser, might affect the extension of credit
by banks or other lending institutions, (vii) a commencement of a war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States or Canada or (viii) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
a material acceleration or worsening thereof;

(e) the Company or any of its subsidiaries shall have (i) split,
combined or otherwise changed, or authorized or proposed a split,
combination or other change of, the Shares or its capitalization (other
than by redemption of the Rights in accordance with their terms as such
terms have been publicly disclosed prior to July 30, 1995), (ii) acquired
or otherwise caused a reduction in the number of, or authorized or proposed
the acquisition or other reduction in the number of, outstanding Shares or
other securities (other than as aforesaid), (iii) issued or sold, or
authorized or proposed the issuance, distribution or sale of, additional
Shares (other than the issuance of Shares under option prior to July 30,
1995, in accordance with the terms of such options as such terms have been
publicly disclosed prior to July 30, 1995), shares of any other class of
capital stock, other voting securities or any securities convertible into,
or rights, warrants or options, conditional or otherwise, to acquire, any
of the foregoing, (iv) declared or paid, or proposed to declare or pay, any
dividend or other distribution, whether payable in cash, securities or
other property, on or with respect to any shares of capital stock of the
Company (other than a regular cash quarterly dividend not in excess of
$0.18 per Share, having customary and usual record and payment dates and,
in the event the Rights are redeemed, the price of redemption thereof), (v)
altered or proposed to alter any material term of any outstanding security
(including the Rights) other than to amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Proposed Merger, (vi) incurred any
debt other than in the ordinary course of business or any debt containing
burdensome covenants, (vii) authorized, recommended, proposed or entered
into an agreement with respect to any merger, consolidation, liquidation,
dissolution, business combination, acquisition of assets, disposition of
assets, release or relinquishment of any material contractual or other
right of the Company or any of its subsidiaries or any comparable event not
in the ordinary course of business, (viii) authorized, recommended,
proposed or entered into, or announced its intention to authorize,
recommend, propose or enter into, any agreement or arrangement with any
person or group that in the sole judgment of the Purchaser

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could adversely affect either the value of the Company or any of its
subsidiaries, joint ventures or partnerships or the value of the Shares to
the Purchaser, Moore or any other affiliate of Moore, (ix) entered into or
amended any employment, change in control, severance, executive
compensation or similar agreement, arrangement or plan with or for the
benefit of any of its employees, consultants or directors, or made grants
or awards thereunder, other than in the ordinary course of business or
entered into or amended any agreements, arrangements or plans so as to
provide for increased or accelerated benefits to any such persons, (x)
except as may be required by law, taken any action to terminate or amend
any employee benefit plan (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended) of the Company or any
of its subsidiaries, or the Purchaser shall have become aware of any such
action that was not disclosed in publicly available filings prior to July
30, 1995, or (xi) amended or authorized or proposed any amendment to, the
Restated Company Certificate of Incorporation or the Amended and Restated
Company Bylaws (other than any amendment effected as a result of the
adoption of Stockholder Proposals), or the Purchaser shall become aware
that the Company or any of its subsidiaries shall have proposed or adopted
any such amendment that was not disclosed in publicly available filings
prior to July 30, 1995;

(f) a tender or exchange offer for any Shares shall have been made or
publicly proposed to be made by any other person (including the Company or
any of its subsidiaries or affiliates), or it shall have been publicly
disclosed or the Purchaser shall have otherwise learned that (i) any
person, entity (including the Company or any of its subsidiaries) or
"group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall
have acquired or proposed to acquire beneficial ownership of more than 5%
of any class or series of capital stock of the Company (including the
Shares), through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any right, option or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 5%
of any class or series of capital stock of the Company (including the
Shares), other than acquisitions for bona fide arbitrage purposes only and
other than as disclosed in a Schedule 13G on file with the Commission prior
to July 30, 1995, (ii) any such person, entity or group that prior to July
30, 1995, had filed such a Schedule with the Commission has acquired or
proposes to acquire, through the acquisition of stock, the formation of a
group or otherwise, beneficial ownership of 1% or more of any class or
series of capital stock of the Company (including the Shares), or shall
have been granted any right, option or warrant, conditional or otherwise,
to acquire beneficial ownership of 1% or more of any class or series of
capital stock of the Company (including the Shares), (iii) any person or
group shall have entered into a definitive agreement or an agreement in
principle or made a proposal with respect to a tender offer or exchange
offer or a merger, consolidation or other business combination with or
involving the Company or (iv) any person shall have filed a Notification
and Report Form under the HSR Act (or amended a prior filing to increase
the applicable filing threshold set forth therein) or made a public
announcement reflecting an intent to acquire the Company or any assets or
subsidiaries of the Company;

(g) any approval, permit, authorization or consent of any Governmental
Entity (including those described or referred to in Section 15) shall not
have been obtained on terms satisfactory to Purchaser in its sole
discretion; or

(h) the Purchaser shall have reached an agreement or understanding
with the Company providing for termination of the Offer, or the Purchaser,
Moore or any other affiliate of Moore shall have entered into a definitive
agreement or announced an agreement in principle with the Company providing
for a merger or other business combination with the Company or the purchase
of stock or assets of the Company;

which, in the sole judgment of the Purchaser in any such case, and regardless of
the circumstances (including any action or inaction by the Purchaser, Moore or
any other affiliate of Moore) giving rise to any such condition, makes it
inadvisable to proceed with the Offer and/or with such acceptance for payment or
payment.

The foregoing conditions are for the sole benefit of the Purchaser and
Moore and may be asserted by the Purchaser regardless of the circumstances
giving rise to any such condition or may be waived by the Purchaser

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in whole or in part at any time and from time to time in its sole discretion.
The failure by the Purchaser at any time to exercise any of the foregoing rights
will not be deemed a waiver of any such right, the waiver of any such right with
respect to particular facts and circumstances will not be deemed a waiver with
respect to any other facts and circumstances and each such right will be deemed
an ongoing right that may be asserted at any time and from time to time. Any
determination by the Purchaser concerning the events described in this Section
14 will be final and binding upon all parties.

15. CERTAIN LEGAL MATTERS

Except as described in this Section 15, based on a review of publicly
available filings made by the Company with the Commission and other publicly
available information concerning the Company, neither the Purchaser nor Moore is
aware of any license or regulatory permit that appears to be material to the
business of the Company and its subsidiaries, taken as a whole, that might be
adversely affected by the Purchaser's acquisition of the Shares (and the
indirect acquisition of the stock of the Company's subsidiaries) as contemplated
herein or of any approval or other action by any Governmental Entity that would
be required or desirable for the acquisition or ownership of the Shares by the
Purchaser as contemplated herein. Should any such approval or other action be
required or desirable, the Purchaser and Moore currently contemplate that such
approval or other action will be sought, except as described below under "State
Takeover Laws." While, except as otherwise expressly described in this Section
15, the Purchaser does not presently intend to delay the acceptance for payment
of or payment for the Shares tendered pursuant to the Offer pending the outcome
of any such matter, there can be no assurance that any such approval or other
action, if needed, would be obtained or would be obtained without substantial
conditions or that failure to obtain any such approval or other action might not
result in consequences adverse to the Company's business or that certain parts
of the Company's business might not have to be disposed of if such approvals
were not obtained or such other actions were not taken or in order to obtain any
such approval or other action. If certain types of adverse action are taken with
respect to the matters discussed below, the Purchaser could decline to accept
for payment or pay for any Shares tendered. See Section 14 for certain
conditions to the Offer.

State Takeover Laws. A number of states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable to
attempts to acquire securities of corporations that are incorporated or have
assets, stockholders, executive offices or places of business in such states. In
Edgar v. MITE Corp., the Supreme Court of the United States held that the
Illinois Business Takeover Act, which involved state securities laws that made
the takeover of certain corporations more difficult, imposed a substantial
burden on interstate commerce and therefore was unconstitutional. In CTS Corp.
v. Dynamics Corp. of America, however, the Supreme Court of the United States
held that a state may, as a matter of corporate law and, in particular, those
laws concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without prior
approval of the remaining stockholders, provided that such laws were applicable
only under certain conditions. Subsequently, a number of Federal courts ruled
that various state takeover statutes were unconstitutional insofar as they apply
to corporations incorporated outside the state of enactment.

Except as described herein, the Purchaser has not attempted to comply with
any state takeover statutes in connection with the Offer. The Purchaser reserves
the right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection herewith is intended as a waiver of that right. In the event
that any state takeover statute is found applicable to the Offer, the Purchaser
might be unable to accept for payment or pay for the Shares tendered pursuant to
the Offer or be delayed in continuing or consummating the Offer.

In such case, the Purchaser may not be obligated to accept for payment or
pay for any Shares tendered. See Section 14.

Section 203 of the DGCL. Section 203, in general, prohibits a Delaware
corporation such as the Company from engaging in a "Business Combination"
(defined as a variety of transactions, including mergers, as set forth below)
with an "Interested Stockholder" (defined generally as a person that is the
beneficial owner of 15% or more of a corporation's outstanding voting stock) for
a period of three years following the

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<PAGE> 36

date that such person became an Interested Stockholder unless (a) prior to the
date such person became an Interested Stockholder, the board of directors of the
corporation approved either the Business Combination or the transaction that
resulted in the stockholder becoming an Interested Stockholder, (b) upon
consummation of the transaction that resulted in the stockholder becoming an
Interested Stockholder, the Interested Stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding stock held by directors who are also officers of the
corporation and employee stock ownership plans that do not provide employees
with the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer or (c) on or subsequent to
the date such person became an Interested Stockholder, the Business Combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders, and not by written consent, by the affirmative vote of
the holders of at least 66 2/3% of the outstanding voting stock of the
corporation not owned by the Interested Stockholder.

Under Section 203, the restrictions described above do not apply if, among
other things (a) the corporation's original certificate of incorporation
contains a provision expressly electing not to be governed by Section 203, (b)
the corporation, by action of its stockholders, adopts an amendment to its
certificate of incorporation or bylaws expressly electing not to be governed by
Section 203, provided that, in addition to any other vote required by law, such
amendment to the certificate of incorporation or by-laws must be approved by the
affirmative vote of a majority of the shares entitled to vote, which amendment
would not be effective until 12 months after the adoption of such amendment and
would not apply to any Business Combination between the corporation and any
person who became an Interested Stockholder of the corporation on or prior to
the date of such adoption; (c) the corporation does not have a class of voting
stock that is (1) listed on a national securities exchange, (2) authorized for
quotation on an inter-dealer quotation system of a registered national
securities association or (3) held of record by more than 2,000 stockholders,
unless any of the foregoing results from action taken, directly or indirectly,
by an Interested Stockholder or from a transaction in which a person becomes an
Interested Stockholder; or (d) a stockholder becomes an Interested Stockholder
"inadvertently" and thereafter divests itself of a sufficient number of shares
so that such stockholder ceases to be an Interested Stockholder. Under Section
203, the restrictions described above also do not apply to certain Business
Combinations proposed by an Interested Stockholder following the announcement or
notification of one of certain extraordinary transactions involving the
corporation and a person who had not been an Interested Stockholder during the
previous three years or who became an Interested Stockholder with the approval
of a majority of the corporation's directors.

Section 203 provides that, during such three-year period, the corporation
may not merge or consolidate with an Interested Stockholder or any affiliate or
associate thereof, and also may not engage in certain other transactions with an
Interested Stockholder or any affiliate or associate thereof, including, without
limitation, (a) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of assets (except proportionately as a stockholder of the
corporation) having an aggregate market value equal to 10% or more of the
aggregate market value of all assets of the corporation determined on a
consolidated basis or the aggregate market value of all the outstanding stock of
a corporation; (b) any transaction which results in the issuance or transfer by
the corporation or by certain subsidiaries thereof of any stock of the
corporation or such subsidiaries to the Interested Stockholder, except pursuant
to a transaction which effects a pro rata distribution to all stockholders of
the corporation; (c) any transaction involving the corporation or certain
subsidiaries thereof which has the effect of increasing the proportionate share
of the stock of any class or series, or securities convertible into the stock of
any class or series, of the corporation or any such subsidiary which is owned
directly or indirectly by the Interested Stockholder (except as a result of
immaterial changes due to fractional share adjustments) or (d) any receipt of
the Interested Stockholder of the benefit (except proportionately as a
stockholder of such corporation) of any loans, advances, guarantees, pledges or
other financial benefits provided by or through the corporation.

PURSUANT TO THE BUSINESS COMBINATION CONDITION, THE OFFER IS CONDITIONED
UPON THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER
HAVING BEEN APPROVED PURSUANT TO SECTION 203 OR THE PURCHASER BEING SATISFIED,
IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF SECTION 203 ARE OTHERWISE
INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED
MERGER.

33
<PAGE> 37

Moore and the Purchaser has commenced litigation against the Company and
the Board of Directors of the Company in the United States District Court for
the District of Delaware seeking, among other things, an order compelling the
Board of Directors of the Company to approve the Offer and the Proposed Merger
for purposes of Section 203 on the grounds that failure to do so would
constitute a breach of fiduciary duty to the Company's stockholders.

Antitrust. Under the provisions of the HSR Act applicable to the Offer,
the acquisition of Shares under the Offer may be consummated following the
expiration of a 15-calendar day waiting period following the filing by Moore of
a Notification and Report Form with respect to the Offer, unless Moore receives
a request for additional information or documentary material from the Antitrust
Division or the FTC or unless early termination of the waiting period is
granted. Moore made such filing on August 2, 1995. If, within the initial 15-day
waiting period, either the Antitrust Division or the FTC requests additional
information or material from Moore concerning the Offer, the waiting period will
be extended and would expire at 11:59 p.m., New York City time, on the tenth
calendar day after the date of substantial compliance by Moore with such
request. Only one extension of the waiting period pursuant to a request for
additional information is authorized by the HSR Act. Thereafter, such waiting
period may be extended only by court order or with the consent of Moore. In
practice, complying with a request for additional information or material can
take a significant amount of time. In addition, if the Antitrust Division or the
FTC raises substantive issues in connection with a proposed transaction, the
parties frequently engage in negotiations with the relevant governmental agency
concerning possible means of addressing those issues and may agree to delay
consummation of the transaction while such negotiations continue.

The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the Purchaser's proposed acquisition
of the Company. At any time before or after the Purchaser's acquisition of the
Shares pursuant to the Offer, the Antitrust Division or the FTC could take such
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of the Shares pursuant to the
Offer or the consummation of the Proposed Merger or seeking the divestiture of
the Shares acquired by the Purchaser or the divestiture of substantial assets of
the Company or its subsidiaries or Moore or its subsidiaries. Private parties
may also bring legal action under the antitrust laws under certain
circumstances. There can be no assurance that a challenge to the Offer on
antitrust grounds will not be made or, if such a challenge is made, of the
result thereof.

Canadian Merger Notification Requirements. Certain provisions of Canada's
Competition Act require notification to the Director of Investigation and
Research appointed under the Competition Act (the "Canadian Director") of
significant corporate transactions, such as the acquisition of a specified
percentage of the stock of a public company that has Canadian operations, or a
merger or consolidation involving such an entity. Notification is generally
required with respect to transactions where the parties to the transactions and
their affiliates have assets in Canada, or the annual gross revenues from sales
in, from or into Canada, in excess of Cdn. $400 million and which involve the
direct or indirect acquisition of an operating business, the value of the assets
of which, or the annual gross revenues from sales in or from Canada of which,
exceed Cdn. $35 million. For transactions subject to the notification
requirements, notice must be given seven or 21 days prior to the completion of
the transaction depending on the information provided to the Canadian Director,
and in either case, the Canadian Director may waive the waiting period. After
the applicable waiting period expires or is waived, the transaction may be
completed. If the Canadian Director determines that the proposed transaction
prevents or lessens, or is reasonably likely to prevent or lessen, competition
substantially in a definable market, the Canadian Director may apply to the
Competition Tribunal, a special purpose Canadian tribunal, among other things,
to prevent completion of the transaction or to require the disposition of the
Canadian assets acquired in the transaction. The Purchaser intends to file with
the Canadian Director any required notice and information with respect to its
proposed acquisition and, to the extent necessary, observe the applicable
waiting period, and/or apply to the Canadian Director for an advance ruling
certificate to the

34
<PAGE> 38

effect that the Offer or Proposed Merger would not prevent or lessen, or be
likely to prevent or lessen, competition substantially.

Appraisal Rights. Holders of the Shares do not have appraisal rights as a
result of the Offer. However, if the Proposed Merger is consummated, holders of
the Shares at the effective time of the Proposed Merger will have certain rights
pursuant to the provisions of Section 262 of the DGCL ("Section 262") to dissent
and demand appraisal of their Shares. Under Section 262, dissenting stockholders
who comply with the applicable statutory procedures will be entitled to receive
a judicial determination of the fair value of their Shares (exclusive of any
element of value arising from the accomplishment or expectation of the Proposed
Merger) and to receive payment of such fair value in cash, together with a fair
rate of interest, if any. Any such judicial determination of the fair value of
the Shares could be based upon factors other than, or in addition to, the price
per Share to be paid in the Proposed Merger or the market value of the Shares.
The value so determined could be more or less than the price per Share to be
paid in the Proposed Merger.

The foregoing summary of Section 262 does not purport to be complete and is
qualified in its entirety by reference to Section 262. In addition, Moore
intends to continue to negotiate with the Company with respect to the
acquisition of the Company by Moore. If such negotiations result in a definitive
merger agreement between the Company and Moore (other than with respect to the
Proposed Merger), holders of the Shares may or may not have appraisal rights
under Section 262 in connection with the consummation of the merger contemplated
thereby, depending upon the terms of any such merger.

Going Private Transactions. The Commission has adopted Rule 13e-3 under
the Exchange Act which is applicable to certain "going private" transactions and
which may under certain circumstances be applicable to the Proposed Merger or
any other merger involving the Company. However, Rule 13e-3 would be
inapplicable if (a) the Shares are deregistered under the Exchange Act prior to
the merger or (b) any such merger is consummated within one year after the
purchase of the Shares pursuant to the Offer and such merger provided for
stockholders to receive cash for their Shares in an amount at least equal to the
amount paid per Share in the Offer. If applicable, Rule 13e-3 requires, among
other things, that certain financial information concerning the fairness of the
proposed transaction and the consideration offered to minority stockholders in
such transaction be filed with the Commission and disclosed to stockholders
prior to the consummation of the transaction.

16. FEES AND EXPENSES

Lazard Freres is acting as Dealer Manager in connection with the Offer and
is providing certain financial advisory services to the Purchaser and Moore in
connection with the Offer. Moore has agreed to pay Lazard Freres as compensation
for such services (a) $1,000,000, which became payable upon the commencement of
the Offer and against which the sum of $250,000 has been credited in respect of
amounts previously paid by Moore to Lazard Freres for other services performed
by Lazard Freres; and (b) an additional $4,000,000 payable upon the earlier of
(i) the acquisition of beneficial ownership of more than 50% of the Shares in
the Offer, and (ii) the consummation of the direct or indirect acquisition (by
merger or otherwise) of all or a substantial portion of the stock or assets of
the Company, or all or a substantial portion of the stock or assets of a
subsidiary or division of the Company. Moore has also agreed to reimburse Lazard
Freres for its reasonable out-of-pocket expenses, including the reasonable fees
and expenses of its legal counsel, and to indemnify Lazard Freres and certain
related persons against certain liabilities and expenses, including certain
liabilities and expenses under the Federal securities laws.

In addition, RBC Dominion Securities ("Dominion") is providing certain
financial advisory services to the Purchaser and Moore in connection with the
Offer. Moore has agreed to pay Dominion as compensation for such services (a) a
retainer fee of $100,000, (b) $150,000, which became payable upon Moore's
announcement of the intention to commence the Offer, and (c) $750,000, payable
on consummation of the Offer. Moore has also agreed to reimburse Dominion for
its reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of its legal counsel, and to indemnify Dominion and certain
related persons against certain liabilities and expenses, including certain
liabilities and expenses under the Federal securities laws.

35
<PAGE> 39

The Purchaser and Moore have retained MacKenzie Partners, Inc. to act as
the Information Agent and Citibank, N.A., to serve as the Depositary in
connection with the Offer. The Information Agent and the Depositary each will
receive reasonable and customary compensation for their services, be reimbursed
for certain reasonable out-of-pocket expenses and be indemnified against certain
liabilities and expenses in connection therewith, including certain liabilities
and expenses under the Federal securities laws.

Neither the Purchaser nor Moore will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and the
Information Agent) in connection with the solicitation of tenders of Shares
pursuant to the Offer. Brokers, dealers, banks and trust companies will be
reimbursed by the Purchaser upon request for customary mailing and handling
expenses incurred by them in forwarding material to their customers.

17. MISCELLANEOUS

The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Neither the Purchaser nor Moore is aware of any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. To the extent the Purchaser or
Moore becomes aware of any state law that would limit the class of offerees in
the Offer, the Purchaser will amend the Offer and, depending on the timing of
such amendment, if any, will extend the Offer to provide adequate dissemination
of such information to holders of Shares prior to the expiration of the Offer.
In any jurisdiction the securities, blue sky or other laws of which require the
Offer to be made by a licensed broker or dealer, the Offer is being made on
behalf of the Purchaser by the Dealer Manager or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser or Moore not contained herein or in
the Letter of Transmittal and, if given or made, such information or
representation must not be relied upon as having been authorized.

The Purchaser has filed with the Commission the Schedule 14D-1 pursuant to
Rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain
additional information with respect to the Offer, and may file amendments
thereto. Such Schedule 14D-1 and any amendments thereto, including exhibits,
should be available for inspection and copies should be obtainable in the manner
set forth in Section 8 (except that such material will not be available at the
regional offices of the Commission).

FRDK, INC.

August 2, 1995

36
<PAGE> 40

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
MOORE AND THE PURCHASER

DIRECTORS AND EXECUTIVE OFFICERS OF MOORE

The name, business address, present principal occupation or employment and
five-year employment history of each of the directors and executive officers of
Moore are set forth below. Unless otherwise indicated, the principal business
address of each director or executive officer is Moore Corporation Limited, 1
First Canadian Place, Toronto, Ontario M5X 1G5, Canada.

<TABLE>
<CAPTION>
POSITION WITH MOORE; PRINCIPAL
NAME AND OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- --------------------------------------- ----------------------------------------------------
<S> <C>
Reto Braun............................. Chairman of the Board of Moore since April 1995;
President and Chief Executive Officer and a director
of Moore since September 1993. Mr. Braun was
President and Chief Operating Officer of Unisys
Corporation from June 1991 to August 1993; a
director from February 1991 to August 1993;
Executive Vice President from May 1990 to March
1991; and Senior Vice President from 1989 to 1990.
Mr. Braun is a director of PaineWebber Group, Inc.
Mr. Braun is a citizen of Switzerland.
John D. Allan.......................... Director of Moore since February 1985. Mr. Allan
retired as Chairman and Chief Executive Officer of
Stelco, Inc. (Steelmaker) in December 1990. Mr.
Allan held those positions from 1988 to 1990. Mr.
Allan is a citizen of Canada.
Derek H. Burney........................ Director of Moore since April 1993. Chairman,
Bell Canada International, Inc. President and Chief Executive Officer of Bell Canada
1000, rue de la Gauchetiere Ouest International Inc. since July 1993. From January
Suite 1100 1993 to June 1993, Chairman of Bell Canada
Montreal, P.Q.C. International Inc. and Executive Vice President of
H3B 4Y8 CANADA International BCE, Inc. From January 1989 to January
1993, Mr. Burney was Canada's Ambassador to the
United States. Mr. Burney is a citizen of Canada.
Edward H. Crawford..................... Director of Moore since April 1975. Chairman of the
The Canada Life Assurance Company Board, The Canada Life Assurance Company (life
330 University Avenue insurance). From August 1988 to September 1990, Mr.
Toronto, Ontario Edward H. Crawford was Chairman and Chief Executive
M5G 1R8 CANADA Officer. Mr. Crawford is a citizen of Canada.
Shirley A. Dawe........................ Director of Moore since November 1989. President of
Shirley Dawe Associates, Inc., Shirley Dawe Associates, Inc. a consulting firm
119 Crescent Rd. specializing in retail management, for more than
Toronto, Ontario five years. Ms. Dawe is a citizen of Canada.
M4W 1T8 CANADA
James D. Farley........................ Director of Moore since January 1977. Retired Senior
Executive, Citibank, N.A. Prior to July 1991, Mr.
Farley was Vice Chairman. Mr. Farley is a citizen of
the United States.
</TABLE>

S-1
<PAGE> 41

<TABLE>
<CAPTION>
POSITION WITH MOORE; PRINCIPAL
NAME AND OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- --------------------------------------- ----------------------------------------------------
<S> <C>
Arden R. Haynes........................ Director of Moore since January 1987. Retired
Chairman, Imperial Oil Limited. From May 1988 to
September 1992, Mr. Haynes was Chairman and Chief
Executive Officer. Mr. Haynes is a director of Rio
Algom Ltd. Mr. Haynes is a citizen of Canada.
Jeanette P. Lerman..................... Director of Moore since April 1995. Vice
Time Warner, Inc. President -- Communications, Time Warner, Inc.,
75 Rockefeller Plaza since February 1991. From 1986 to January 1991, Ms.
New York, NY 10112 Lerman was Vice President, Corporate Communications
at Unisys Corporation. Ms. Lerman is a citizen of
the United States.
Carl E. Lindholm....................... Director of Moore since February 1985. Retired
Executive Vice President, Motorola, Inc. (electronic
components and equipment manufacturer). From August
1985 to December 1990, Mr. Lindholm was Executive
Vice President -- International Operations. Mr.
Lindholm is a citizen of the United States.
Cedric E. Ritchie...................... Director of Moore since 1978. Retired Chairman, The
Scotia Plaza Bank of Nova Scotia. From January 1993 to January
40 King Street West 1995, Mr. Ritchie was Chairman. From December 1972
Suite 3005 to January 1993, Mr. Ritchie was Chairman and Chief
Toronto, Ontario Executive Officer. Mr. Ritchie is a citizen of
M5H 1E2 CANADA Canada.
Stephen A. Holinski.................... Senior Vice President and Chief Financial Officer
since May 1994. Prior to May 1994, Mr. Holinski held
various positions with Northern Telecom Limited.
Most recently Mr. Holinski was Vice President and
Treasurer. Between September 1993 and March 1994 Mr.
Holinski was Vice President Products Finance;
between January 1991 and September 1993 Mr. Holinski
was Vice President Finance Europe; between March
1987 and January 1991 Mr. Holinski was Vice
President Finance United States. Mr. Holinski is a
citizen of Canada.
Louis J. Rupnik........................ Senior Vice President of Moore and President of
Moore Customer Communication Services, North
America. Between January 1990 and September 1991,
Mr. Rupnik was Senior Vice President and Chief
Development Officer of Moore. Mr. Rupnik is a
citizen of the United States.
Wayne K. Adams......................... Vice President of Moore and President of Moore Latin
America since December 1994. Retired from IBM in
December 1991 where Mr. Adams held various
positions, most recently as Vice President of
Management Services and Quality. Mr. Adams is a
citizen of the United States.
Charles E. Buchheit.................... Vice President of Moore and President Moore Graphic
Services. Prior to July 1995, Mr. Buchheit was
General Manager, U.S. Printing Systems Business,
Xerox Corporation. Mr. Buchheit is a citizen of the
United States.
</TABLE>

S-2
<PAGE> 42

<TABLE>
<CAPTION>
POSITION WITH MOORE; PRINCIPAL
NAME AND OCCUPATION OR EMPLOYMENT;
BUSINESS ADDRESS 5-YEAR EMPLOYMENT HISTORY
- --------------------------------------- ----------------------------------------------------
<S> <C>
Charles F. Canfield.................... Vice President, Human Resources. Between January
1988 and July 1992, Mr. Canfield was Director, Human
Resources. Mr. Canfield is a citizen of the United
States.
Roy S. Clements........................ Vice President of Moore and President Moore Asia
Pacific. Prior to July 1994 Mr. Clements held
various positions at Unisys Corporation, most
recently as Area General Manager; between March 1990
and January 1993 Mr. Clements was General Manager
for a Hong Kong subsidiary; between September 1989
and March 1990 Mr. Clements was Marketing Director
for the Asia Group. Mr. Clements is a citizen of the
United Kingdom.
Francis L. Doblin...................... Vice President of Moore and President Moore Europe.
Prior to July 1994, Mr. Francis L. Doblin was
Managing Director, Moore Europe. Mr. Doblin is a
citizen of France.
Joseph M. Duane........................ Vice President and General Counsel. Prior to January
1994, Mr. Duane was Associate General Counsel of
Unisys Corporation. Mr. Duane is a citizen of the
United States.
Charles J. Evans....................... Vice President -- Taxation of Moore. During 1994,
Mr. Evans was a Tax Consultant at Gentra, Inc. From
1989 to 1993 Mr. Evans was Managing Partner/Vice
President Taxation at Royal Trustco Limited. Mr.
Evans is a citizen of Canada.
Daniel J. Fischer...................... Vice President and Controller. Between November 1993
and August 1994 Mr. Fischer was Assistant
Controller; between August 1988 and November 1993
Mr. Fischer was Vice President and Comptroller of
Moore Business Products Group. Mr. Fischer is a
citizen of the United States.
George H. Gilmore Jr................... Vice President of Moore and President of Moore
Business Systems. Prior to July 1994 Mr. Gilmore
held various positions at AM International, Inc.,
most recently as President, Multigraphics Division;
between 1989 and 1990 Mr. Gilmore was President,
International Division. Mr. Gilmore is a citizen of
the United States.
Russel I. Johnson...................... Vice President Procurement. Between May 1985 and
October 1994 Mr. Johnson was Director, Capital
Purchasing of Champion International Corporation.
Mr. Johnson is a citizen of the United States.
Shoba Khetrapal........................ Vice President and Treasurer. Between February 1992
and January 1995 Ms. Khetrapal was Treasurer.
Between March 1989 and February 1992 Ms. Khetrapal
was Assistant Treasurer. Ms. Khetrapal is a citizen
of Canada.
</TABLE>

S-3
<PAGE> 43

S-4
<PAGE> 44

DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER

The name, present principal occupation or employment and five-year
employment history of each of the directors and executive officers of the
Purchaser are set forth below. The business address of each such director and
executive officer is FRDK, Inc., 1 First Canadian Place, Toronto, Ontario M5X
1G5, Canada.

<TABLE>
<CAPTION>
POSITION WITH THE PURCHASER; PRINCIPAL
OCCUPATION OR EMPLOYMENT;
NAME 5-YEAR EMPLOYMENT HISTORY
- --------------------------------------- ----------------------------------------------------
<S> <C>
Joseph M. Duane........................ Director, Chairman and President. Vice President and
General Counsel of Moore. Prior to January 1994, Mr.
Duane was Associate General Counsel of Unisys
Corporation. Mr. Duane is a citizen of the United
States.
Stephen A. Holinski.................... Director, Vice President and Treasurer. Senior Vice
President and Chief Financial Officer of Moore since
May 1994. Prior to May 1994, Mr. Holinski held
various positions with Northern Telecom Limited.
Most recently Mr. Holinski was Vice President and
Treasurer. Between September 1993 and March 1994 Mr.
Holinski was Vice President Products Finance;
between January 1991 and September 1993, Mr.
Holinski was Vice President Finance Europe; between
March 1987 and January 1991 Mr. Holinski was Vice
President Finance United States. Mr. Holinski is a
citizen of Canada.
Joan M. Wilson......................... Director, Vice President and Secretary. Between June
1991 and March 1993, Ms. Wilson was Secretary of
Moore; between September, 1990 and May 1991, Ms.
Wilson was Assistant Secretary of Moore; between May
1987 and May 1990, Ms. Wilson was Manager, General
Accounting at Moore Canadian Division. Ms. Wilson is
a citizen of Canada.
</TABLE>

S-5
<PAGE> 45

Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and/or Rights and
any other required documents should be sent or delivered by each stockholder of
the Company or such stockholder's broker, dealer, bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

CITIBANK, N.A.

<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand:
Citibank, N.A. (For Eligible Institutions Citibank, N.A.
c/o Citicorp Data Only) Corporate Trust Window
Distribution, Inc. (201) 262-3240 111 Wall Street, 5th Floor
P.O. Box 7072 New York, New York
Paramus, New Jersey 07653

By Overnight Courier: Confirm by Telephone: By Facsimile:
Citibank, N.A. (800) 422-2066 (201) 262-3240
c/o Citicorp Data
Distribution, Inc.
404 Sette Drive
Paramus, New Jersey 07652
</TABLE>

Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent or the Dealer Manager at their
respective telephone numbers and locations listed below. You may also contact
your broker, dealer, bank, trust company or other nominee for assistance
concerning the Offer.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885

The Dealer Manager for the Offer is:

LAZARD FRERES & CO. LLC
One Rockefeller Plaza
New York, New York 10020
(212) 632-6717

<PAGE> 1

LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

WALLACE COMPUTER SERVICES, INC.
Pursuant to the Offer to Purchase
Dated August 2, 1995

FRDK, INC.
A Wholly Owned Subsidiary Of
MOORE CORPORATION LIMITED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, AUGUST 29, 1995,
UNLESS THE OFFER IS EXTENDED.

TO: CITIBANK, N.A., DEPOSITARY

<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand:
Citibank, N.A. (For Eligible Institutions Only) Citibank, N.A.
c/o Citicorp Data (201) 262-3240 Corporate Trust Window
Distribution, Inc. 111 Wall Street, 5th
P.O. Box 7072 Floor
Paramus, New Jersey 07653 New York, New York

By Overnight Courier: Confirm By Telephone: By Facsimile:
Citibank, N.A. (800) 422-2066 (201) 262-3240
c/o Citicorp Data
Distribution, Inc.
404 Sette Drive
Paramus, New Jersey 07652
</TABLE>

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is to be used either if certificates for Shares
and/or Rights (as such terms are defined below) are to be forwarded herewith or,
unless an Agent's Message (as defined in Section 2 of the Offer to Purchase) is
utilized, if delivery of Shares and/or Rights is to be made by book-entry
transfer (in the case of Rights, if available) to an account maintained by the
Depositary at a Book-Entry Transfer Facility as defined in and pursuant to the
procedures set forth in Section 2 of the Offer to Purchase. Unless the Rights
Condition (as defined in the Offer to Purchase) is satisfied, stockholders will
be required to tender one Right for each Share tendered in order to effect a
valid tender of Shares. Unless the Distribution Date (as defined in the Offer to
Purchase) occurs, a tender of Shares will also constitute a tender of the
associated Rights. Stockholders who deliver Shares and/or Rights by book-entry
transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders are referred to herein as "Certificate Stockholders". Stockholders
whose certificates for Shares and/or Rights are not immediately available or who
cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in Section 2 of the Offer to Purchase) with respect to, their Shares
and/or Rights and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) must
tender their Shares and/or Rights in accordance with the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
<PAGE> 2

<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF
REGISTERED OWNER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)

---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
TOTAL SHARES
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Need not be completed by Book-Entry Stockholders.

(2) Unless otherwise indicated, it will be assumed that all Shares described
herein are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

2
<PAGE> 3

<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
DESCRIPTION OF RIGHTS TENDERED(1)
- --------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED
OWNER(S) RIGHTS TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
RIGHTS REPRESENTED NUMBER OF
CERTIFICATE BY RIGHTS
NUMBER(S)(2)(3) CERTIFICATE(S)(3) TENDERED(4)
----------------------------------------------------

----------------------------------------------------

----------------------------------------------------
----------------------------------------------------

TOTAL RIGHTS
- --------------------------------------------------------------------------------------------------
</TABLE>

(1) Need not be completed if the Distribution Date has not occurred.

(2) If the tendered Rights are represented by separate certificates, complete
using the certificate numbers of such certificates for Rights. If the
tendered Rights are not represented by separate certificates, or if such
certificates have not been distributed, complete using the certificate
numbers of the Shares with respect to which the Rights were issued.
Stockholders tendering Rights that are not represented by separate
certificates should retain a copy of this description in order to
accurately complete the Notice of Guaranteed Delivery if the Distribution
Date occurs.

(3) Need not be completed by Book-Entry Stockholders who are delivering Rights
by book-entry transfer.

(4) Unless otherwise indicated, it will be assumed that all Rights described
herein are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------

/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES AND/OR RIGHTS BY
BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
Check box of Book-Entry Transfer Facility:
/ / The Depository Trust Company / / Philadelphia Depository Trust Company
/ / Midwest Securities Trust Company
Account Number:
------------------------------------------------------------
Transaction Code Number:
---------------------------------------------------

/ / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:

3
<PAGE> 4

Name of Institution that Guaranteed Delivery:
If delivered by book-entry transfer check box:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number:
---------------------------------------------------------------
Transaction Code Number:
------------------------------------------------------

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to FRDK, Inc., a New York corporation (the
"Purchaser") which is a wholly owned subsidiary of Moore Corporation Limited, a
corporation incorporated under the laws of Ontario, the above-described shares
of Common Stock, par value $1.00 per share (the "Shares"), of Wallace Computer
Services, Inc., a Delaware corporation (the "Company"), together with an equal
number of the associated preferred stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement dated as of March 14, 1990 (the "Rights
Agreement"), between the Company and Harris Trust and Savings Bank, as Rights
Agent (the "Rights Agent"), upon the terms and subject to the conditions set
forth in the Purchaser's Offer to Purchase dated August 2, 1995 and this Letter
of Transmittal (which, together with any amendments or supplements thereto or
hereto, collectively constitute the "Offer"), receipt of which is hereby
acknowledged.

Upon the terms of the Offer, subject to, and effective upon, acceptance for
payment of, and payment for, the Shares and Rights tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Purchaser all right, title and
interest in and to all the Shares and Rights that are being tendered hereby (and
any and all other Shares, Rights or other securities or rights issued or
issuable in respect thereof on or after August 2, 1995), and irrevocably
constitutes and appoints Citibank, N.A. (the "Depositary"), the true and lawful
agent and attorney-in-fact of the undersigned, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to the full extent of the undersigned's rights with respect to such
Shares and Rights (and any such other Shares, Rights or securities or rights),
to (a) deliver certificates for such Shares and Rights (and any such other
Shares, Rights or securities or rights) or transfer ownership of such Shares and
Rights (and any such other Shares, Rights or securities or rights) on the
account books maintained by a Book-Entry Transfer Facility together, in any such
case, with all accompanying evidences of transfer and authenticity to, or upon
the order of, the Purchaser, (b) present such Shares and Rights (and any such
other Shares, Rights or securities or rights) for transfer on the Company's
books and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares and Rights (and any such other Shares,
Rights or securities or rights), all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares and Rights (and any and all other Shares, Rights or other securities or
rights issued or issuable in respect of such Shares or Rights on or after August
2, 1995) and, when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good title thereto, free and clear of all liens,
restrictions, claims and encumbrances, and the same will not be subject to any
adverse claim. The undersigned will, upon request, execute any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the tendered Shares

4
<PAGE> 5

and Rights (and any and all other Shares, Rights or other securities or rights
issued or issuable in respect thereof on or after August 2, 1995).

The undersigned understands that, unless the Rights Condition is satisfied,
Stockholders will be required to tender one Right for each Share tendered in
order to effect a valid tender of Shares in accordance with the procedures set
forth in Section 2 of the Offer to Purchase. If the Distribution Date occurs and
separate certificates representing the Rights are distributed to holders of
Shares prior to the time Shares are tendered herewith, certificates representing
a number of Rights equal to the number of Shares being tendered herewith must be
delivered to the Depositary or, if available, a Book-Entry Confirmation must be
received by the Depositary with respect thereto, in order for such Shares
tendered herewith to be validly tendered. If the Distribution Date occurs and
separate certificates representing the Rights are not distributed prior to the
time Shares are tendered herewith, Rights may be tendered prior to a stockholder
receiving separate certificates for Rights by use of the guaranteed delivery
procedures described in Section 2 of the Offer to Purchase. A tender of Shares
constitutes an agreement by the tendering stockholder to deliver certificates
representing a number of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary prior to expiration of the period permitted by
such guaranteed delivery procedures for delivery of certificates for, or a
Book-Entry Confirmation with respect to, Rights (the "Rights Delivery Period").
However, after expiration of the Rights Delivery Period, the Purchaser may elect
to reject as invalid a tender of Shares with respect to which certificates for,
or a Book-Entry Confirmation with respect to, an equal number of Rights has not
been received by the Depositary. Nevertheless, the Purchaser will be entitled to
accept for payment Shares tendered by the undersigned prior to the receipt of
the certificates for the Rights required to be tendered with such Shares, or a
Book-Entry Confirmation with respect to such Rights, and either (a) subject to
complying with the applicable rules and regulations of the Securities and
Exchange Commission, withhold payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights or
(b) make payment for Shares accepted for payment pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights in
reliance upon the agreement of a tendering stockholder to deliver Rights and
such guaranteed delivery procedures. Any determination by the Purchaser to make
payment for Shares in reliance upon such agreement and such guaranteed delivery
procedures or, after the expiration of the Rights Delivery Period, to reject a
tender as invalid will be made in the sole and absolute discretion of the
Purchaser.

All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable. The
undersigned hereby irrevocably appoints Joseph M. Duane, Stephen A. Holinski,
and Joan M. Wilson, and each of them, and any other designees of the Purchaser,
the attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to vote at any annual, special or adjourned meeting of the
Company's stockholders or otherwise in such manner as each such attorney-in-fact
and proxy or his substitute shall in his sole discretion deem proper with
respect to, to execute any written consent concerning any matter as each such
attorney-in-fact and proxy or his substitute shall in his sole discretion deem
proper with respect to, and to otherwise act as each such attorney-in-fact and
proxy or his substitute shall in his sole discretion deem proper with respect
to, the Shares and Rights tendered hereby that have been accepted for payment by
the Purchaser prior to the time any such action is taken and with respect to
which the undersigned is entitled to vote (and any and all other Shares, Rights
or other securities or rights issued or issuable in respect of such Shares and
Rights on or after August 2, 1995). This appointment is effective when, and only
to the extent that, the Purchaser accepts for payment such Shares as provided in
the Offer to Purchase. This power of attorney and proxy are irrevocable and are
granted in consideration of the acceptance for payment of such Shares and Rights
in accordance with the terms of the Offer. Upon such acceptance for payment, all
prior powers of attorney, proxies and consents given by the undersigned with
respect to such Shares, Rights or other securities or rights will, without
further action, be revoked and no subsequent powers of attorney, proxies,
consents or revocations may be given (and, if given, will not be deemed
effective) by the undersigned.

5
<PAGE> 6

The undersigned understands that the valid tender of Shares and, if
applicable, Rights pursuant to any of the procedures described in Section 2 of
the Offer to Purchase and in the Instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer. Without limiting the foregoing, if the price to
be paid in the Offer is amended in accordance with the Offer, the price to be
paid to the undersigned will be the amended price notwithstanding the fact that
a different price is stated in this Letter of Transmittal.

Unless otherwise indicated herein under "Special Payment Instructions",
please issue the check for the purchase price and/or return any certificates for
Shares or Rights not tendered or accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered" and
"Description of Rights Tendered", respectively. Similarly, unless otherwise
indicated under "Special Delivery Instructions", please mail the check for the
purchase price and/or return any certificates for Shares or Rights not tendered
or accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Tendered" and "Description of Rights Tendered", respectively. In the event that
both the Special Delivery Instructions and the Special Payment Instructions are
completed, please issue the check for the purchase price and/or return any
certificates for Shares or Rights not tendered or accepted for payment (and any
accompanying documents, as appropriate) in the name of, and deliver such check
and/or return such certificates (and any accompanying documents, as appropriate)
to, the person or persons so indicated. Unless otherwise indicated herein under
"Special Payment Instructions", please credit any Shares and Rights tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility (as defined herein) designated
above. The undersigned recognizes that the Purchaser has no obligation pursuant
to the Special Payment Instructions to transfer any Shares or Rights from the
name of the registered holder thereof if the Purchaser does not accept for
payment any of the Shares or Rights, respectively, so tendered.

6
<PAGE> 7

/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11.

Number of Shares represented by the lost or destroyed certificates:

- ------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for Shares or Rights not tendered or
not accepted for payment and/or the check for the purchase price of Shares or
Rights accepted for payment are to be issued in the name of someone other than
the undersigned, or if Shares or Rights delivered by book-entry transfer that
are not accepted for payment are to be returned by credit to an account
maintained at a Book-Entry Transfer Facility other than the account indicated
above.

Issue: / / Check / / Certificate(s) to:

Name .........................................................................
(PLEASE PRINT)

Address ......................................................................

..............................................................................
(INCLUDE ZIP CODE)

..............................................................................
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)

/ / Credit unpurchased Shares or Rights delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below:

Check appropriate Box:
/ / The Depository Trust Company

/ / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

..............................................................................
(Account Number)
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)

To be completed ONLY if certificates for Shares or Rights not tendered or
not accepted for payment and/or the check for the purchase price of Shares or
Rights accepted for payment are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that above.

Mail: / / Check / / Certificate(s) to:

Name .........................................................................
(PLEASE PRINT)

Address ......................................................................

..............................................................................
(INCLUDE ZIP CODE)

..............................................................................
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)

- ------------------------------------------------------------------------------

7
<PAGE> 8

SIGN HERE
(Also Complete Substitute Form W-9 Below)

................................................................................

................................................................................
(SIGNATURE(S) OF STOCKHOLDER(S))

Dated:..............., 1995

(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the Shares or Rights or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 5.)

Dated:..............., 1995

Name(s).........................................................................
(PLEASE PRINT)

Capacity (Full Title)...........................................................

Address.........................................................................

................................................................................
(INCLUDE ZIP CODE)

Daytime Area Code and Telephone No. ( ).......................................

Employer Identification or Social Security Number...............................

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)

Authorized Signature............................................................

Name............................................................................
(PLEASE PRINT)

Name of Firm....................................................................

Address.........................................................................
(INCLUDE ZIP CODE)

Area Code And Telephone No. ( )...............................................

Dated:..............., 1995

8
<PAGE> 9

INSTRUCTIONS
FORMING PART OF THE TERMS
AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
participant in any of the Book-Entry Transfer Facilities' systems whose name
appears on a security position listing as the owner of the Shares) of Shares and
Rights tendered herewith, unless such registered holder(s) has completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) if such Shares and
Rights are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.

2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by stockholders either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined below) is utilized, if delivery of Shares and/or
Rights is to be made pursuant to the procedures for book-entry transfer set
forth in Section 2 of the Offer to Purchase. For a stockholder validly to tender
Shares and Rights pursuant to the Offer, either (a) a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration Date
and either certificates for tendered Shares and Rights must be received by the
Depositary at one of such addresses or Shares and Rights must be delivered
pursuant to the procedures for book-entry transfer set forth herein (and a
Book-Entry Confirmation received by the Depositary), in each case prior to the
Expiration Date, or (b) the tendering stockholder must comply with the
guaranteed delivery procedures set forth below and in Section 2 of the Offer to
Purchase.

Unless the Rights condition is satisfied, Stockholders will be required to
tender one Right for each Share tendered in order to effect a valid tender of
Shares. Unless the Distribution Date occurs, a tender of Shares will also
constitute a tender of the associated Rights. The Rights are currently
represented by the certificates for the Shares with respect to which the Rights
were issued. The Rights Agreement provides that until the close of business on
the Distribution Date, the Rights will be evidenced by the certificates for the
Shares and may be transferred with and only with the Shares. The Rights
Agreement further provides that, as soon as practicable following the
Distribution Date, separate certificates representing the Rights are to be
mailed by the Company or the Rights Agent to holders of record of Shares as of
the close of business on the Distribution Date. If the Distribution Date occurs
and separate certificates representing the Rights are distributed prior to the
time Shares are tendered herewith, certificates representing a number of Rights
equal to the number of Shares being tendered herewith must be delivered to the
Depositary or, if available, a Book-Entry Confirmation must be received by the
Depositary with respect thereto, in order for such Shares tendered herewith to
be validly tendered. If the Distribution Date occurs and separate certificates
representing the Rights are not distributed prior to the time Shares are
tendered herewith, Rights may be tendered prior to a stockholder receiving
separate certificates for Rights by use of the guaranteed delivery procedures
described below.

Stockholders whose certificates for Shares or Rights are not immediately
available (including because certificates for Rights have not yet been
distributed by the Company or the Rights Agent) or who cannot deliver their
certificates and all other required documents to the Depositary or complete the
procedures for book-entry transfer prior to the Expiration Date may tender their
Shares and Rights by properly completing and duly executing the Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
Section 2 of the Offer to Purchase. Pursuant to such procedures, (a) such tender
must be made by or through an Eligible Institution, (b) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form provided
by the Purchaser, must be received by the Depositary prior to the Expiration
Date and (c) the certificates for all tendered Shares and/or Rights, in proper
form for transfer (or a Book-

9
<PAGE> 10

Entry Confirmation with respect to all such Shares and/or Rights), together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other required documents are
received by the Depositary within (a) in the case of Shares, three trading days
after the date of execution of such Notice of Guaranteed Delivery or (b) in the
case of Rights, a period ending on the later of (1) three trading days after the
date of execution of such Notice of Guaranteed Delivery or (2) three business
days (as defined in the Offer to Purchase) after the date certificates for
Rights are distributed to stockholders by the Company or the Rights Agent, all
as provided in Section 2 of the Offer to Purchase. A "trading day" is any day on
which the NYSE is open for business. Stockholders may not extend the foregoing
time period for delivery of Rights to the Depositary by providing a second
Notice of Guaranteed Delivery with respect to such Rights.

The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Purchaser may enforce such agreement against the participant.

The signatures on this Letter of Transmittal cover the Shares and the
Rights tendered hereby whether or not such Rights are delivered simultaneously
with such Shares.

THE METHOD OF DELIVERY OF SHARES, RIGHTS, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

No alternative, conditional or contingent tenders will be accepted and no
fractional Shares or Rights will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or facsimile thereof), waive any right
to receive any notice of the acceptance of their Shares or Rights for payment.

3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares or Rights should be listed on a
separate schedule attached hereto.

4. PARTIAL TENDERS (APPLICABLE TO CERTIFICATE STOCKHOLDERS ONLY). If fewer
than all the Shares or Rights evidenced by any certificate submitted are to be
tendered, fill in the number of Shares or Rights that are to be tendered in the
box entitled "Number of Shares Tendered" or "Number of Rights Tendered", as
appropriate. In any such case, new certificate(s) for the remainder of the
Shares or Rights that were evidenced by the old certificate(s) will be sent to
the registered holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as soon as practicable after the expiration of the Offer.

All Shares and Rights represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder of the Shares and
Rights tendered hereby, the signature must correspond with the name as written
on the face of the certificate(s) without any change whatsoever.

If any of the Shares or Rights tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Shares or Rights are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.

If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or

10
<PAGE> 11

representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Purchaser of their authority so to act must
be submitted.

When this Letter of Transmittal is signed by the registered owner(s) of the
Shares and Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless payment or certificates for Shares
or Rights not tendered or accepted for payment are to be issued to a person
other than the registered owner(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be guaranteed
by an Eligible Institution.

6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Shares or Rights to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or if certificates for Shares or Rights not tendered or accepted for payment
are to be registered in the name of, any person(s) other than the registered
holder(s), or if tendered certificates are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person(s)) payable on account of the transfer to such person(s) will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes or exemption therefrom is submitted.

EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or certificates for Shares or Rights not accepted for
payment are to be returned to, a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person other than the signer of this Letter of Transmittal or to
an address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Any stockholder(s) delivering Shares or Rights
by book-entry transfer may request that Shares or Rights not accepted for
payment be credited to such account maintained at a Book-Entry Transfer Facility
as such stockholder(s) may designate.

8. WAIVER OF CONDITIONS. The Purchaser reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in whole
or in part, in the case of any Shares or Rights tendered.

9. 31% BACKUP WITHHOLDING. In order to avoid "backup withholding" of
Federal income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify under
penalties of perjury that such TIN is correct and that such stockholder is not
subject to backup withholding. If a stockholder does not provide such
stockholder's correct TIN or fails to provide the certifications described
above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on such
stockholder and payment of cash to such stockholder pursuant to the Offer may be
subject to backup withholding of 31%.

Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the Federal income tax liability
of the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.

The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Shares. If the Shares are held in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.

The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is

11
<PAGE> 12

checked, the stockholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, such amounts will be
refunded to such stockholder if a TIN is provided to the Depositary within 60
days.

Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent or the Dealer Manager at their respective
addresses set forth below.

11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares or Rights has been lost, destroyed or stolen, the
stockholder should promptly notify the Depositary by checking the box
immediately preceding the special payment/special delivery instructions and
indicating the number of Shares or Rights lost. The stockholder will then be
instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH ANY
REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED
SHARES AND RIGHTS MUST BE RECEIVED BY THE DEPOSITARY OR SHARES AND RIGHTS MUST
BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE
PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.

12
<PAGE> 13

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: FRDK, INC.
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE -----------------------------------
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number(s)
DATING BELOW OR
Employer Identification
Number(s)
- ------------------------------------------------------------------------------------------------------------------
Part 2 -- Certification -- Under penalties
of perjury, I certify that:
(1) the number shown on this form is my
correct Taxpayer Identification Number (or
I am waiting for a number to be issued
to me) and

(2) I am not subject to backup withholding Part 3 -
because (a) I am exempt from backup Awaiting TIN
withholding or (b) I have not been / /
notified by the Internal Revenue ----------------------------------
Service (the "IRS") that I am subject Part 4 -
to backup withholding as a result of a Exempt TIN
failure to report all interest or / /
dividends or (c) the IRS has notified
me that I am no longer subject to
backup withholding.
----------------------------------------------------------------------------------------
Department of the CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2
Treasury Internal above if you have been notified by the IRS that you are subject to
Revenue Service backup withholding because of under- reporting interest or dividends
on your tax returns. However, if after being notified by the IRS that
Payer's Request for you were subject to backup withholding you received another
Taxpayer Identification notification from the IRS stating that you are no longer subject to
Number (TIN) backup withholding, do not cross out such item (2). If you are exempt
from backup withholding, check the box in Part 4 above.
- -----------------------------------------------------------------------------------------------------------------
SIGNATURE DATE , 1995
----------------------------------------------------------------- -----------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

13
<PAGE> 14

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that, if I do not
provide a taxpayer identification number to the Depositary, 31% of all
reportable payments made to me will be withheld, but will be refunded if I
provide a certified taxpayer identification number within 60 days.

<TABLE>
<S> <C>
- ------------------------------------------ ------------------------------------------
Signature Date
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Collect)
or
Call Toll Free (800) 322-2885

The Dealer Manager for the Offer is:

LAZARD FRERES & CO. LLC
One Rockefeller Plaza
New York, New York 10020
(212) 632-6717

<PAGE> 1

LAZARD FRERES & CO. LLC

ONE ROCKEFELLER PLAZA
NEW YORK, N.Y. 10020

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

WALLACE COMPUTER SERVICES, INC.
AT

$56 NET PER SHARE

FRDK, INC.

A WHOLLY OWNED SUBSIDIARY OF

MOORE CORPORATION LIMITED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, AUGUST 29, 1995,
UNLESS THE OFFER IS EXTENDED.

August 2, 1995

To Brokers, Dealers, Banks, Trust Companies and other Nominees:

We have been engaged by FRDK, Inc., a New York corporation (the
"Purchaser") which is a wholly owned subsidiary of Moore Corporation Limited, a
corporation incorporated under the laws of Ontario ("Moore"), to act as Dealer
Manager in connection with the Purchaser's offer to purchase all outstanding
shares of Common Stock, par value $1.00 per share (the "Shares"), of Wallace
Computer Services, Inc., a Delaware corporation (the "Company"), together with
the associated preferred stock purchase rights (the "Rights") issued pursuant to
the Rights Agreement dated as of March 14, 1990, between the Company and Harris
Trust and Savings Bank, as Rights Agent, at $56 per Share (and associated
Right), net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
August 2, 1995 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Please furnish copies of the enclosed
materials to those of your clients for whom you hold Shares registered in your
name or in the name of your nominee.

Unless the Rights Condition (as defined in the Offer to Purchase) is
satisfied, stockholders will be required to tender one Right for each Share
tendered in order to effect a valid tender of Shares in accordance with the
procedures set forth in Section 2 of the Offer to Purchase. Unless the
Distribution Date (as defined in the Offer to Purchase) occurs, a tender of
Shares will also constitute a tender of the associated Rights.

Enclosed herewith are copies of the following documents:

1. Offer to Purchase dated August 2, 1995;

2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer;
<PAGE> 2

3. A printed form of letter that may be sent to your clients for whose
account you hold Shares or Rights in your name or in the name of a nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer;

4. Notice of Guaranteed Delivery;

5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

6. Return envelope addressed to Citibank, N.A., the Depositary.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE) AT LEAST THAT NUMBER OF SHARES THAT WOULD REPRESENT A MAJORITY OF
ALL OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE, (2) THE
RIGHTS HAVING BEEN REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE RIGHTS HAVE BEEN
INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER
(AS DEFINED IN THE OFFER TO PURCHASE), (3) THE ACQUISITION OF SHARES PURSUANT TO
THE OFFER AND THE PROPOSED MERGER HAVING BEEN APPROVED PURSUANT TO SECTION 203
OF THE DELAWARE GENERAL CORPORATION LAW ("SECTION 203") OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF SECTION 203 ARE
OTHERWISE INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND
THE PROPOSED MERGER, (4) THE PROPOSED MERGER HAVING BEEN APPROVED PURSUANT TO
ARTICLE NINTH OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION (THE
"RESTATED COMPANY CERTIFICATE OF INCORPORATION"), OR THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF ARTICLE NINTH OF THE
RESTATED COMPANY CERTIFICATE OF INCORPORATION ARE OTHERWISE INAPPLICABLE TO THE
PROPOSED MERGER, AND (5) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION,
THAT THE PURCHASER HAS OBTAINED SUFFICIENT FINANCING TO ENABLE IT TO CONSUMMATE
THE OFFER AND THE PROPOSED MERGER.

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
TUESDAY, AUGUST 29, 1995, UNLESS EXTENDED.

Neither the Purchaser nor Moore will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and the
Information Agent as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares and Rights pursuant to the Offer. You will be
reimbursed upon request for customary mailing and handling expenses incurred by
you in forwarding the enclosed offering materials to your customers.

Additional copies of the enclosed material may be obtained by contacting
the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of the enclosed Offer to Purchase.

Very truly yours,

LAZARD FRERES & CO. LLC

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, MOORE, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.

<PAGE> 1

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

WALLACE COMPUTER SERVICES, INC.
AT

$56 NET PER SHARE

FRDK, INC.

A WHOLLY OWNED SUBSIDIARY OF

MOORE CORPORATION LIMITED

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, AUGUST 29, 1995,
UNLESS THE OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration is an Offer to Purchase, dated August 2,
1995 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by FRDK, Inc., a New York corporation (the
"Purchaser") which is a wholly owned subsidiary of Moore Corporation Limited, a
corporation incorporated under the laws of Ontario ("Moore"), to purchase for
cash all outstanding shares of Common Stock, par value $1.00 per share (the
"Shares"), of Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), together with the associated preferred stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement dated as of March 14, 1990,
between the Company and Harris Trust and Savings Bank, as Rights Agent.

We are the holder of record of Shares and Rights held by us for your
account. A tender of such Shares and Rights can be made only by us as the holder
of record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used to tender Shares
or Rights held by us for your account.

We request instructions as to whether you wish to tender any of or all the
Shares and Rights held by us for your account, pursuant to the terms and
conditions set forth in the Offer.

Your attention is directed to the following:

1. The offer price is $56 per Share (and associated Right), net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions of the Offer.

2. The Offer is being made for all outstanding Shares and Rights.
<PAGE> 2

3. The Offer and withdrawal Rights expire at 12:00 Midnight, New York City
time, on , August 29, 1995, unless the Offer is extended by the
Purchaser.

4. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) at least that number of Shares that would represent a
majority of all outstanding Shares on a fully diluted basis on the date of
purchase, (2) the Rights having been redeemed by the Board of Directors of the
Company or the Purchaser being satisfied, in its sole discretion, that the
Rights have been invalidated or are otherwise inapplicable to the Offer and the
Proposed Merger (as defined in the Offer to Purchase), (3) the acquisition of
Shares pursuant to the Offer and the Proposed Merger having been approved
pursuant to Section 203 of the Delaware General Corporation Law ("Section 203")
or the Purchaser being satisfied, in its sole discretion, that the provisions of
Section 203 are otherwise inapplicable to the acquisition of Shares pursuant to
the Offer and the Proposed Merger, (4) the Proposed Merger having been approved
pursuant to Article Ninth of the Company's Restated Certificate of Incorporation
(the "Restated Company Certificate of Incorporation"), or the Purchaser being
satisfied, in its sole discretion, that the provisions of Article Ninth of the
Restated Company Certificate of Incorporation are otherwise inapplicable to the
Proposed Merger, and (5) the Purchaser being satisfied, in its sole discretion,
that the Purchaser has obtained sufficient financing to enable it to consummate
the Offer and the Proposed Merger.

5. Any stock transfer taxes applicable to a sale of Shares or Rights to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.

Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer.

If you wish to have us tender any of or all the Shares and Rights held by
us for your account, please so instruct us by completing, executing, detaching
and returning to us the instruction form on the detachable part hereof. An
envelope to return your instructions to us is enclosed. If you authorize the
tender of your Shares and Rights, all such Shares and Rights will be tendered
unless otherwise specified on the detachable part hereof. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf prior to the expiration of the Offer.

Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by Citibank, N.A. (the "Depositary"), of
(a) certificates for (or a timely Book-Entry Confirmation (as defined in the
Offer to Purchase) with respect to) such Shares and, if the Distribution Date
occurs, certificates for (or a timely Book-Entry Confirmation, if available,
with respect to) the associated Rights (unless the Purchaser elects to make
payment for such Shares pending receipt of the certificates for, or a Book-Entry
Confirmation with respect to, such Rights as described in Section 2 of the Offer
to Purchase), (b) a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or, in the
case of a book-entry transfer effected pursuant to the procedure set forth in
Section 2 of the Offer to Purchase, an Agent's Message, and (c) any other
documents required by the Letter of Transmittal. Accordingly, tendering
stockholders may be paid at different times depending upon when certificates for
Shares (or Rights) or Book-Entry Confirmations with respect to Shares (or
Rights, if available) are actually received by the Depositary. Under no
circumstances will interest be paid on the purchase price of the Shares to be
paid by the Purchaser, regardless of any extension of the Offer or any delay in
making such payment.

The Offer is not being made to, nor will tenders be accepted from, or on
behalf of, holders of Shares and Rights in any jurisdiction in which the making
or acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.

2
<PAGE> 3

INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

WALLACE COMPUTER SERVICES, INC.

The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of FRDK, Inc., dated August 2, 1995 (the "Offer to Purchase") and the
related Letter of Transmittal relating to shares of Common Stock, par value
$1.00 per share (the "Shares"), of Wallace Computer Services, Inc., a Delaware
corporation (the "Company"), together with the associated preferred stock
purchase rights (the "Rights").

This will instruct you to tender the number of Shares and Rights indicated
below held by you for the account of the undersigned, on the terms and subject
to the conditions set forth in such Offer to Purchase and Letter of Transmittal.

<TABLE>
<S> <C>
Number of Shares to be Tendered:* .............................................

............................................. .............................................
SIGNATURE(S)

Number of Rights to be Tendered:* .............................................

............................................. .............................................
SIGNATURE(S)
.............................................

.............................................
(PLEASE PRINT NAME(S))

.............................................

Address(es):.................................

.............................................
ZIP CODE
Dated:................................ , 1995
</TABLE>

* UNLESS THE RIGHTS CONDITION (AS DEFINED IN THE OFFER TO PURCHASE) IS
SATISFIED, STOCKHOLDERS WILL BE REQUIRED TO TENDER ONE RIGHT FOR EACH SHARE
TENDERED TO EFFECT A VALID TENDER OF SHARES UNLESS THE DISTRIBUTION DATE (AS
DEFINED IN THE OFFER TO PURCHASE) OCCURS, A TENDER OF SHARES WILL ALSO
CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS. Unless otherwise indicated, it
will be assumed that all your Shares and Rights are to be tendered.

<PAGE> 1

NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

WALLACE COMPUTER SERVICES, INC.

As set forth in Section 2 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to accept the Offer (as
defined below) if certificates for shares of Common Stock, par value $1.00 per
share (the "Shares"), of Wallace Computer Services, Inc., a Delaware corporation
(the "Company"), and/or certificates for the associated preferred stock purchase
rights (the "Rights") issued pursuant to the Rights Agreement dated as of March
14, 1990, between the Company and Harris Trust and Savings Bank, as Rights Agent
(the "Rights Agent"), are not immediately available (including because
certificates for Rights have not yet been distributed by the Company or the
Rights Agent) or if the procedure for book-entry transfer cannot be completed on
a timely basis or time will not permit all required documents to reach the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase).
This form may be delivered by hand to the Depositary or transmitted by telegram,
facsimile transmission or mail to the Depositary and must include a guarantee by
an Eligible Institution (as defined in the Offer to Purchase). See Section 2 of
the Offer to Purchase.

TO: CITIBANK, N.A., DEPOSITARY

<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand:

Citibank, N.A. (For Eligible Institutions Citibank, N.A.
c/o Citicorp Data Only) Corporate Trust Window
Distribution, Inc. (201) 262-3240 111 Wall Street, 5th Floor
P.O. Box 7072 New York, New York
Paramus, New Jersey 07653

By Overnight Courier: Confirm By Telephone: By Facsimile:

Citibank, N.A. (800) 422-2066 (201) 262-3240
c/o Citicorp Data
Distribution, Inc.
404 Sette Drive
Paramus, New Jersey 07652
</TABLE>

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 2

Ladies and Gentlemen:

The undersigned hereby tenders to FRDK, Inc., a New York corporation (the
"Purchaser") which is a wholly owned subsidiary of Moore Corporation Limited, a
corporation incorporated under the laws of Ontario, upon the terms and subject
to the conditions set forth in the Purchaser's Offer to Purchase dated August 2,
1995 (the "Offer to Purchase") and the related Letter of Transmittal, receipt of
which is hereby acknowledged, the number of Shares and Rights (as such terms are
defined in the Offer to Purchase) set forth below, all pursuant to the
guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase.

<TABLE>
<S> <C>
Number of Shares............................. Name(s) of Record Holder(s):
Number of Rights............................. .............................................
Certificate Nos. (if available): .............................................
............................................. Please Print
............................................. Address(es):.................................
(Check one box if Shares or Rights will .............................................
be tendered by book-entry transfer) Zip Code
/ / The Depository Trust Company Area Code and
/ / Midwest Securities Trust Company Tel. No.:....................................
/ / Philadelphia Depository Trust Company Signature(s):................................
Account Number............................... .............................................
Dated:.......................................
</TABLE>

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a participant in the Security Transfer Agent's Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, hereby guarantees to deliver to the
Depositary either the certificates representing the Shares and/or Rights
tendered hereby, in proper form for transfer, or a Book-Entry Confirmation with
respect to such Shares and/or Rights, in any such case together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or an Agent's Message, and any other required
documents (a) in the case of Shares, within three trading days after the date
hereof and (b) in the case of Rights, within a period ending on the later of (i)
three trading days after the date hereof or (ii) three business days after the
date certificates for Rights are distributed to stockholders by the Company or
the Rights Agent.

The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares and/or Rights to the Depositary within the time period
shown herein. Failure to do so could result in a financial loss to such Eligible
Institution. All terms used herein have the meanings set forth in the Offer to
Purchase.

<TABLE>
<S> <C>
Name of Firm................................ ............................................
AUTHORIZED SIGNATURE
Address:.................................... Name:.......................................
PLEASE PRINT
............................................ Title:......................................
ZIP CODE
Area Code and Dated:......................................
Tel. No.....................................
</TABLE>

NOTE: DO NOT SEND CERTIFICATES FOR SHARES AND/OR RIGHTS WITH THIS NOTICE;
CERTIFICATES FOR SHARES AND/OR RIGHTS SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.

<PAGE> 1

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the
Payer -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
================================================================================

<TABLE>
<CAPTION>
GIVE THE SOCIAL
SECURITY NUMBER
FOR THIS TYPE OF ACCOUNT OF --
==============================================
<S> <C> <C>

1. An individual's The individual
account
2. Two or more The actual owner
individuals (joint of the account or,
account) if combined funds,
any one of the
individuals(1)
3. Husband and wife The actual owner
(joint account) of the account or,
if joint funds,
either person(1)
4. Custodian account The minor(2)
of a minor
(Uniform Gift to
Minors Act)
5. Adult and minor The adult or, if
(joint account) the minor is the
only contributor,
the minor(1)
6. Account in the The ward, minor or
name of guardian incompetent
or committee for a person(3)
designated ward,
minor, or
incompetent person
7.a. The usual The grantor-
revocable savings trustee(1)
trust account
(grantor is also
trustee)
b. So-called trust The actual
account that is owner(1)
not a legal or
valid trust under
State Law
8. Sole The owner(4)
proprietorship
account

<CAPTION>
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT NUMBER OF --
===============================================
<S> <C> <C>
9. A valid trust, Legal entity (Do
estate or pension not furnish the
trust identifying number
of the personal
representative or
trustee unless the
legal entity
itself is not
designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, The organization
charitable or
educational or-
ganization account
12. Partnership The partnership
account held in
the name of the
business
13. Association, club The organization
or other
tax-exempt
organization
14. A broker or The broker or
registered nominee nominee
15. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district or
prison) that
receives
agricultural
program payments
</TABLE>
===============================================================================
(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- - A corporation.

- - A financial institution.

- - An organization exempt from tax under section 501(a), or an individual
retirement plan.

- - The United States or any agency or instrumentality thereof.

- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

- - An international organization or any agency or instrumentality thereof.

- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

- - A real estate investment trust.

- - A common trust fund operated by a bank under section 584(a).

- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- - An entity registered at all times under the Investment Company Act of 1940.

- - A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

- - Payments to nonresident aliens subject to withholding under section 1441.

- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

- - Payments of patronage dividends where the amount received is not paid in
money.

- - Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include
the following:

- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.

- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

- - Payments described in section 6049(b)(5) to nonresident aliens.

- - Payments on tax-free covenant bonds under section 1451.

- - Payments made by certain foreign organizations.

- - Payments made to a nominee.

EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE SUBSTITUTE FORM W-9 WITH THE
PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER CHECK THE BOX IN PART 4 ON
THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividends, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

(4) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail
to include any portion of an includible payment for interest, dividends or
patronage dividends in gross income and such failure is due to negligence, a
penalty of 20% is imposed on any portion of an underpayment attributable to that
failure.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

<PAGE> 1

Lissa Perlman/Barbara Glassman
of Kekst and Company
(212) 593-2655

Hilda Mackow
Vice President of Communications
of Moore Corporation
(416) 360-4740

MOORE CORPORATION ANNOUNCES INTENTION
TO ACQUIRE WALLACE COMPUTER SERVICES FOR $56.00 CASH PER SHARE

Toronto, Canada, July 30, 1995 -- Moore Corporation Limited (TSE, NYSE, ME: MCL)
announced today its intention to commence a tender offer for all of the
outstanding common stock of Wallace Computer Services (NYSE: WCS) for $56.00 per
share in cash. With 23 million Wallace shares outstanding, the total
transaction is valued at approximately $1.3 billion.

Moore communicated its intention in the following letter sent today to Wallace's
Chairman, Theodore Dimitriou and its CEO Robert Cronin:

Dear Mr. Dimitriou and Mr. Cronin:

<PAGE> 2

As you know, Moore is the acknowledged global leader in our industry. As a
113 year old corporation, Moore operates in 59 countries with over 100
manufacturing facilities. Over the past two years, we have been
redirecting our energies and resources to meet the rapidly changing
information handling technologies and demands of our customers and
increase our rate of growth. We have made excellent progress. And we
have noted with interest your similar efforts and progress.

We believe the combination of Moore's strengths with Wallace's would
accelerate our mutual efforts, creating a new entity capable of providing
the full spectrum of integrated products and service offerings that
today's customers demand on a global basis.

The combination of our two entities would benefit from Moore's:

- World-wide market leader position with global Fortune 1000
customers.

- Unique electronic solutions capabilities, through the JetForm equity
alliance.

- Partnership and strategic alliances with worldwide market and
technology leaders -- Datamax, Indigo, EDS and Toppan Moore.

- Financial strength, continued investment in capital and technology,
and scope of resources.

In sum, the new entity would be ideally positioned to compete successfully
in the global marketplace of the future.

<PAGE> 3

As a result of the provision in your bylaws which requires advance notice
of Board nominees, later today we will be delivering a notice identifying
three nominees for the upcoming annual meeting of shareholders. Our
nominees will be dedicated to implementing our proposed transaction,
consistent with their fiduciary duties. Our attorneys also advise me we
will be filing certain litigation relating to your defensive provisions.

We have the highest regard for you and your management team, which we
believe would find a professionally exciting and rewarding environment at
the combined entity, and we hope and expect that your team would remain in
place. The complementary nature of our operations would make integration
straightforward and would create exciting new opportunities for employees
of the combined entity. And, of course, our commitment to the U.S. would
remain strong.

Sincerely,

Reto Braun

cc: Wallace Board of Directors

Moore announced it will be commencing litigation against Wallace and its Board
of Directors in the United States District Court for the District of Delaware.
The litigation will seek, among other things, an order compelling the Board of
Directors to redeem the Company's "poison pill" or to make it inapplicable to
Moore's offer and the merger it expects to consummate upon successful conclusion
of its offer and not otherwise to impede the offer, the proposed merger or the
proxy solicitation Moore intends to pursue.

Moore is being advised in the transaction by Lazard Freres & Co. LLC, and RBC
Dominion Securities.

3
<PAGE> 4

Moore Corporation Limited (TSE, ME, NYSE: MCL) 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.

###

<PAGE> 1
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares or Rights. The Offer is made solely by the Offer to Purchase
dated August 2, 1995 and the related Letter of Transmittal, and is not being
made to (nor will tenders be accepted from or on behalf of) holders of Shares or
Rights in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdiction the securities, blue sky or other laws of which require the Offer
to be made by a licensed broker or dealer, the Offer is being made on behalf of
the Purchaser by Lazard Freres & Co. LLC or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

(Including the Associated Preferred Stock Purchase Rights)

Wallace Computer Services, Inc.

$56 Net Per Share

FRDK, Inc.

a wholly owned subsidiary of

Moore Corporation Limited

FRDK, Inc., a New York corporation (the "Purchaser") which is a wholly
owned subsidiary of Moore Corporation Limited, a corporation incorporated under
the laws of Ontario ("Moore"), is offering to purchase all outstanding shares of
Common Stock, par value $1.00 per share (the "Shares"), of Wallace Computer
Services, Inc., a Delaware corporation (the "Company"), together with the
associated preferred stock purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of March 14, 1990 (the "Rights Agreement"), between
the Company and Harris Trust and Savings Bank, as Rights Agent, at a price of
$56 per Share (and associated Right), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated August 2, 1995 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Unless the context
otherwise requires, all references herein to Shares shall include the Rights.

Unless the Rights are redeemed or the Purchaser is satisfied, in its sole
discretion, that the Rights have been invalidated or are otherwise inapplicable
to the Offer and the Proposed Merger (as defined in the Offer to Purchase),
stockholders are required to tender one Right for each Share tendered in order
to effect a valid tender of Shares in accordance with the procedures set forth
in Section 2 of the Offer to Purchase. Unless the Distribution Date (as defined
in the Offer to Purchase) occurs, a tender of Shares will also constitute a
tender of the associated Rights.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, AUGUST 29, 1995, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the Offer
to Purchase) at least that number of Shares that would represent a majority of
all outstanding Shares on a fully diluted basis on the date of purchase, (ii)
the Rights having been redeemed by the Board of Directors of the Company or the
Purchaser being satisfied, in its sole discretion, that the Rights have been
invalidated or are otherwise inapplicable to the Offer and the Proposed Merger,
(iii) the acquisition of Shares pursuant to the Offer and the Proposed Merger
having been approved pursuant to Section 203 of the Delaware General Corporation
Law ("Section 203") or the Purchaser being satisfied, in its sole discretion,
that the provisions of Section 203 are otherwise inapplicable to the acquisition
of Shares pursuant to the Offer and the Proposed Merger, (iv) the Proposed
Merger having been approved pursuant to Article Ninth of the Company's Restated
Certificate of Incorporation (the "Restated Company Certificate of
Incorporation"), or the Purchaser being satisfied, in its sole discretion, that
the provisions of Article Ninth of the Restated Company Certificate of
Incorporation are otherwise inapplicable to the Proposed Merger, and (v) the
Purchaser being satisfied, in its sole discretion, that the Purchaser has
obtained sufficient financing to enable it to consummate the Offer and the
Proposed Merger.

Citibank, N.A. (the "Depositary") of the Purchaser's acceptance for payment of
such Shares. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for the
tendering stockholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering stockholders. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates for (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to) such Shares
and, if the Distribution Date occurs, certificates for (or a timely Book-Entry
Confirmation, if available, with respect to) the associated Rights (unless the
Purchaser elects to make payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights),
(ii) a Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message (as defined in Section 2 of the Offer to
Purchase), and (iii) any other documents required by the Letter of Transmittal.
Under no circumstances will interest be paid on the purchase price of the Shares
to be paid by the Purchaser, regardless of any extension of the Offer or any
delay in making such payment.

Except as otherwise provided below, tenders of Shares and Rights are
irrevocable. Shares and Rights tendered pursuant to the Offer may be withdrawn
at any time prior to the Expiration Date and, unless theretofore accepted for
payment and paid for by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after September 30, 1995. Shares or Rights may not be
withdrawn unless the associated Rights or Shares, as the case may be, are also
withdrawn. A withdrawal of Shares or Rights will also constitute a withdrawal of
the associated Rights or Shares, as the case may be. For a withdrawal to be
effective, a written, telegraphic, or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses as
set forth on the back cover of the Offer to Purchase and must specify the name
of the person having tendered Shares and Rights to be withdrawn, the number of
Shares and Rights to be withdrawn and the name of the registered holder of
Shares and Rights to be withdrawn, if different from the name of the person who
tendered the Shares and Rights. If certificates for Shares or Rights have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such Shares or Rights have been
tendered by an Eligible Institution (as defined in Section 2 of the Offer to
Purchase), the signatures on the notice of withdrawal must be guaranteed by an
Eligible Institution. If Shares or Rights have been delivered pursuant to the
procedures for book-entry transfer as set forth in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility (as defined in the Offer
to Purchase) to be credited with the withdrawn Shares or Rights and otherwise
comply with such Book-Entry Transfer FacilityOs procedures. Withdrawals of
tenders of Shares and Rights may not be rescinded, and any Shares and Rights
properly withdrawn will thereafter be deemed not validly tendered for any
purposes of the Offer. However, withdrawn Shares and Rights may be retendered by
again following one of the procedures described in Section 2 of the Offer to
Purchase at any time prior to the Expiration Date. All questions as to the form
and validity (including time of receipt) of notices of withdrawal will be
determined by the Purchaser, in its sole discretion, which determination will be
final and binding.

The Purchaser expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.

The information required to be disclosed by paragraph (e)(i)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.

Requests are being made to the
Company for the use of the Company's stockholder lists and security position
listings for the purpose of disseminating the Offer to holders of Shares. The
Offer to Purchase, the related Letter of Transmittal and other relevant
materials will be mailed to record holders of Shares, and will be furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or the
names of whose nominees, appear on the stockholder lists, or, if applicable, who
are listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.

Questions and requests for assistance or for copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager, as set forth below, and
copies will be furnished promptly at the Purchaser's expense. No fees or
commissions will be payable to brokers, dealers or other persons (other than the
Dealer Manager and the Information Agent) for soliciting tenders of Shares and
Rights pursuant to the Offer.

The Information Agent for the Offer is:

Mackenzie Partners, Inc.
<PAGE> 3

156 Fifth Avenue

New York, New York 10010

(212) 929-5500 (Collect)

CALL TOLL-FREE (800) 322-2885

The Dealer Manager for the Offer is:

Lazard Freres & Co. LLC

One Rockefeller Plaza

New York, New York 10020
(212) 632-6717

August 2, 1995

<PAGE> 1

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

Plaintiffs, Moore Corporation Limited ("Moore") and FRDK, Inc.
("FRDK"), by their attorneys, as and for their complaint herein, allege upon
knowledge with respect to themselves and their own acts, and upon information
and belief as to all other matters, as follows:

NATURE OF THE ACTION

1. Plaintiffs bring this action for injunctive and/or
declaratory relief:

(a) to prevent the application of defendant
Wallace Computer Services, Inc.'s ("Wallace") anti-takeover devices and
other defensive measures to FRDK's tender offer, proposed merger and
proxy solicitation, in violation of fiduciary duties owed to Wallace's
stockholders; and

(b) to prevent Wallace from otherwise impeding
FRDK's tender offer, proposed merger and proxy

<PAGE> 2

solicitation, which comply with all applicable laws and other
obligations.

2. On July 30, 1995, FRDK announced its intention to
commence an all-cash tender offer for all outstanding shares of common stock of
Wallace, at a price of $56 per share (the "Offer"). The Offer is conditioned on
a number of matters, including the removal or inapplicability of certain of
Wallace's anti-takeover devices. Moore intends, as soon as practicable following
consummation of the Offer, to have Wallace merge with FRDK, or another Moore
subsidiary (the "Proposed Merger"). At the same time as it announced the Offer,
FRDK announced its intention to commence a proxy solicitation to nominate three
individuals to serve as directors of Wallace and to take certain other actions
to facilitate consummation of the Offer and Proposed Merger (the "Proxy
Solicitation").

3. The Offer is non-coercive and fair to Wallace's
stockholders. The Offer represents a substantial premium over the market price
for Wallace shares prior to announcement of the Offer. The Offer, Proposed
Merger and Proxy Solicitation do not pose any threat to the interests of
Wallace's stockholders or to Wallace's corporate policy and effectiveness and
should be approved.

4. Wallace has available to it a variety of defensive
measures, including a so-called "Poison Pill" (as referred to in paragraphs
28-30 below), the Delaware Business

<PAGE> 3

Combination Statute, 8 Del. C. Sec. 203 ("Section 203"), and prohibitions
against certain business combinations set forth in Article Ninth of Wallace's
Restated Certificate of Incorporation ("Article Ninth"), which are designed to
limit the ability of Wallace's stockholders' to consider, accept or approve any
tender offer unless Wallace's Board of Directors agrees.

5. Wallace's Board of Directors has expressed its
opposition to being acquired by Moore and has demonstrated an intent to use
defensive measures to block the Offer and Proposed Merger. Since Moore initially
approached Wallace concerning a potential business combination, Wallace's Board
of Directors has taken specific steps to create additional obstacles to any
merger. The Board of Directors may also take steps to block the Proxy
Solicitation.

6. Given the nature of the Offer and its substantial
value to Wallace's stockholders, the Wallace Board of Directors should not be
allowed to deprive the stockholders of the opportunity to decide upon the merits
of the Offer for themselves. Use of anti-takeover devices or other defensive
measures by Wallace's Board of Directors to obstruct the Offer, Proposed Merger
or Proxy Solicitation represents an unreasonable response, in violation of the
Board of Directors' fiduciary duties owed to Wallace's stockholders, and will
cause plaintiffs and Wallace's stockholders irreparable injury.

<PAGE> 4

THE PARTIES

7. Plaintiff Moore is an Ontario corporation with its
principal place of business in Toronto, Ontario. Moore is in the business of
delivering information handling products and services that are both paper-based
and electronic-based in order to create efficiency and competitiveness for its
customers. Its revenues from consolidated operations in 1994 exceeded $2.4
billion. Moore owns common stock of Wallace.

8. Plaintiff FRDK is a New York corporation with its
principal place of business in Toronto, Ontario. It is a wholly-owned subsidiary
of Moore and was incorporated for the purpose of making the Offer and Proxy
Solicitation and acquiring all the stock of Wallace. FRDK owns common stock of
Wallace.

9. Defendant Wallace is a Delaware corporation with its
principal place of business in Illinois. According to its most recent Form 8-K,
Wallace is engaged predominantly in the computer services and supply industry.
Wallace provides its customers with a full line of products and services
including business forms, commercial and promotional graphics printing, computer
labels, machine ribbons, computer hardware and software, computer accessories,
office products and electronic forms.

10. Defendant Robert J. Cronin ("Cronin") is a citizen
of Illinois. Since 1992, he has been President and

<PAGE> 5

Chief Executive Officer of Wallace. Since November 1992, Cronin has been a
member of the Board of Directors of Wallace.

11. Defendant Theodore Dimitriou is a citizen of
Illinois. Since November 1972, he has been a member of the Board ofDirectors of
Wallace.

12. Defendant Fred F. Canning is a citizen of Illinois.
Since January 1984, he has been a member of the Board of Directors of Wallace.

13. Defendant William N. Lane, III is a citizen of
Illinois. Since January 1990, he has been a member of the Board of Directors of
Wallace.

14. Defendant Neele E. Stearns, Jr. is a citizen of
Illinois. Since January 1990, he has been a member of the Board of Directors of
Wallace.

15. Defendant R. Darrell Ewers is a citizen of Illinois.
Since January 1993, he has been a member of the Board of Directors of Wallace.

16. Defendant Richard F. Doyle is a citizen of Illinois.
Since October 1971, he has been a member of the Board of Directors of Wallace.

17. Defendant William E. Olsen is a citizen of Illinois.
Since June 1979, he has been a member of the Board of Directors of Wallace.

JURISDICTION AND VENUE

18. This Court has jurisdiction of the subject matter of
this action pursuant to 28 U.S.C. ss. 1332 in that it is a

<PAGE> 6

dispute among citizens of different states and a foreign state and the matter in
controversy exceeds the sum of $50,000, exclusive of interest and costs.

19. Venue is proper in this district pursuant to 28
U.S.C.ss.1391(a) and (c).

THE OFFER, PROPOSED MERGER AND PROXY SOLICITATION

20. On July 30, 1995, FRDK announced its intention to
commence a tender offer for all outstanding shares of Wallace common stock
(together with the associated preferred stock purchase rights that were issued
in connection with Wallace's Poison Pill) at the price of $56 per share (and
associated right) net to the seller in cash, making the value of the proposed
transaction approximately $1.3 billion. The Offer is conditioned upon, among
other things, (a) the valid tender of a majority of all outstanding shares of
Wallace's common stock on a fully-diluted basis on the date of purchase; (b) the
redemption, invalidation or inapplicability of the preferred stock purchase
rights under Wallace's Poison Pill; (c) the approval of the acquisition of
shares pursuant to the Offer and the Proposed Merger under Section 203 or the
inapplicability of such Section to the Offer and Proposed Merger; (d) the
Proposed Merger having been approved pursuant to Article Ninth of Wallace's
Restated Certificate of Incorporation or the inapplicability of such Article to
the Offer and Proposed

<PAGE> 7

Merger; and (e) availability of sufficient financing to consummate the Offer and
the Proposed Merger.

21. Moore intends, as soon as practicable following
consummation of the Offer, to propose and seek to have Wallace consummate a
merger or similar business combination with FRDK or another direct or indirect
wholly-owned subsidiary of Moore. The purpose of the Proposed Merger is to
acquire all shares not tendered and purchased pursuant to the Offer or
otherwise. Pursuant to the Proposed Merger, each such share (other than those
held by stockholders who perfect appraisal rights relative to same) would be
converted into the right to receive an amount in cash equal to the price per
share paid pursuant to the Offer.

22. FRDK shortly will deliver a written notice to Wallace
(the "Notice") of its intention to nominate at Wallace's 1995 Annual Meeting of
Stockholders, which Wallace has tentatively scheduled for November 8, 1995
("1995 Annual Meeting"), three individuals to serve as directors of Wallace (the
"Nominees"). In the Notice, FRDK will further indicate its current intent to
introduce business at the 1995 Annual Meeting for the purpose of, among other
things, (i) removing all of the other present members of Wallace's Board of
Directors and (ii) amending Wallace's Amended and Restated Bylaws (the "Bylaws")
to fix the number of directors of Wallace at three. The Nominees intend to (a)
redeem the preferred stock purchase rights under Wallace's Poison Pill or make
it inapplicable to the Offer and Proposed Merger, approve the Offer and Proposed
Merger under

<PAGE> 8

Section 203, take any action that is desirable or necessary for the satisfaction
of any requirements of the Article Ninth provision and take such other actions
and seek or grant such other consents or approvals as may be desirable or
necessary to expedite prompt consummation of the Offer and Proposed Merger, or
(b) if any other transaction offering more value to Wallace's stockholders is
proposed, take actions to facilitate such a transaction, in each case subject to
fulfillment of the fiduciary duties they would have as directors of Wallace.

23. Pursuant to its intentions announced in the Notice,
FRDK will seek to cause to be delivered to all Wallace stockholders Proxy
Solicitation materials relative to the nominations and business to be presented
at the 1995 Annual Meeting.

24. FRDK's Offer is clearly in the best interests of
Wallace's stockholders. It is an all-cash offer, available to all Wallace
stockholders, for all outstanding shares. It is not "front-end loaded" or
otherwise coercive in nature. Moreover, it provides Wallace's stockholders with
the opportunity to realize a substantial premium over the market price of their
shares prior to announcement of the Offer. On the last New York Stock Exchange
trading day before announcement of FRDK's intention to commence the Offer, the
closing price of Wallace shares was $44 per share. The Offer price represents a
premium of $12 per share (or 27%) over the market price of the shares
immediately prior to announcement of FRDK's intention to

<PAGE> 9

commence the Offer, or $16.50 per share (or 42%) over the average of the market
price of the shares ($39.50 per share) for the thirty days immediately prior to
such announcement.

25. The Offer, Proposed Merger and Proxy Solicitation do
not pose any threat to the interests of Wallace's stockholders or to Wallace's
corporate policy and effectiveness.

26. The Offer, Proposed Merger and Proxy Solicitation
comply or will comply with all applicable laws and other obligations, including,
without limitation, the securities laws, the antitrust laws, and all other legal
obligations to which plaintiffs are subject. The offering documents will fairly
disclose all information material to the decision of Wallace's stockholders
whether to accept or reject the Offer, in compliance with plaintiffs'
obligations under the securities laws. Plaintiffs will also make any filings
required by the Hart-Scott-Rodino Act. The Offer, Proposed Merger and Proxy
Solicitation are lawful under the antitrust laws.

27. The Offer and Proposed Merger cannot be completed
successfully unless the Wallace Board of Directors agrees to remove or make
inapplicable Wallace's anti-takeover devices or allows the Proxy Solicitation to
proceed unhindered. The application of such anti-takeover devices to the Offer
and Proposed Merger or the attempt to interfere with such Proxy Solicitation by
Wallace's Board of Directors in the circumstances of the instant case would be
an unreasonable,

<PAGE> 10

disproportionate and draconian response, in breach of the Wallace Board of
Directors' fiduciary duties.

WALLACE'S DEFENSIVE MEASURES

A. The Poison Pill

28. On March 14, 1990, Wallace's Board of Directors
adopted a Preferred Stockholder Rights Plan (the "Poison Pill"), which
effectively allows the Board of Directors to block unilaterally any acquisition
offers, even those providing substantial benefit to Wallace's stockholders.

29. By virtue of the Poison Pill, Wallace's Board of
Directors declared a dividend of one preferred stock purchase right per share of
common stock (a "Right"), payable to each of Wallace's stockholders of record as
of March 28, 1990. Each Right entitles the registered holder thereof to purchase
from Wallace, following the Distribution Date (as defined in the Poison Pill),
one two-hundredth of a share of Wallace's Series A Preferred Stock at an
exercise price of $115. Furthermore, following the occurrence of certain other
events, including the acquisition of 20% or more of Wallace's common stock, each
holder of a Right will be able to exercise that Right and purchase common stock
of Wallace (or the surviving company in the event of merger) at half-price.
Because any current acquiror of 20% or more of Wallace's common stock would not
be entitled to exercise Rights in its possession, the dilutive effect of the
Poison Pill, if implemented, on the value of such

<PAGE> 11

acquiror's common stock is overwhelming. Because of this prohibitive economic
consequence, the Poison Pill effectively precludes the Proposed Merger.

30. Wallace's Board of Directors can redeem the Rights at
a redemption price of $.01 per Right, or alternatively, can amend the Poison
Pill to make the Rights inapplicable to the Offer and the Proposed Merger. Given
the nature and value of the Offer, a proper exercise of the Wallace Board of
Directors' fiduciary duties would require it to redeem the Rights, or amend the
Poison Pill to make the Rights inapplicable to the Offer and Proposed Merger, to
enable stockholders to decide upon the merits of the Offer for themselves.

B. Delaware Business Combination Statute, Section 203

31. Section 203, entitled "Business Combinations With
Interested Stockholders," applies to any Delaware corporation that has not opted
out of the statute's coverage. Wallace has not opted out of the statute's
coverage.

32. Section 203 was designed to impede coercive and
inadequate tender offers. Section 203 provides that if a person acquires 15% or
more of a corporation's voting stock (thereby becoming an "interested
stockholder"), such interested stockholder may not engage in a "business
combination" with the corporation (defined to include a merger or consolidation)
for three years after the interested stockholder becomes such,

<PAGE> 12

unless: (i) prior to the 15% acquisition, the corporation's board of directors
has approved either the acquisition or the business combination, (ii) the
interested stockholder acquires 85% of the corporation's voting stock in the
same transaction in which it crosses the 15% threshold, or (iii) on or
subsequent to the date of the 15% acquisition, the business combination is
approved by the corporation's board of directors and authorized at an annual or
special meeting of the corporation's stockholders, and not by written consent,
by the affirmative vote of at least 66-2/3% of the outstanding voting stock
which is not owned by the interested stockholder.

33. Because a proper exercise of the Wallace Board of
Directors' fiduciary duties would require it to approve the Offer, Section 203
should not be applicable. Wallace's Board of Directors should not use Section
203 to obstruct the Offer, which is non-coercive, offers Wallace's stockholders
a substantial premium for their shares, and poses no threat to the interests of
Wallace's stockholders or to Wallace's corporate policy and effectiveness.

C. Article Ninth Of Wallace's
Restated Certificate Of Incorporation

34. Article Ninth of Wallace's Restated Certificate of
Incorporation, entitled "Certain Business Combinations" is designed to impede
coercive and inadequate tender offers.

<PAGE> 13

35. Article Ninth purports to prohibit certain business
combinations (each, an "Article Ninth Transaction") between Wallace and any
"Interested Shareholder" (defined generally as any person that directly or
indirectly is (i) entitled to exercise or direct the exercise or is the owner of
20% or more of the outstanding voting power of Wallace, or (ii) is an affiliate
of such person and at any time immediately prior to the date in question was
entitled to exercise or direct the exercise of 20% or more of the outstanding
voting power of Wallace, or (iii) an assignee of any Shares during the two year
period immediately prior to the date in question beneficially owned by an
Interested Shareholder) unless the affirmative vote of at least 80% of the
combined voting power of the then outstanding shares of stock of Wallace
entitled to vote generally in the election of directors is obtained.

36. An Article Ninth Transaction may avoid the 80%
stockholder approval requirement if either (a) the Article Ninth Transaction is
approved by a majority of the Disinterested Directors (as defined in Wallace's
Restated Certificate of Incorporation), or (b) certain "fair price" provisions
are complied with. The Article Ninth restrictions do not apply to an Article
Ninth Transaction if such transaction is approved by a resolution of the Board
of Directors of Wallace adopted prior to the date on which the Interested
Shareholder became an Interested Shareholder.

<PAGE> 14

37. Because a proper exercise of the Wallace Board of
Directors' fiduciary duties would require it to approve FRDK's Offer, Article
Ninth's prohibition on certain business combinations should not be applicable.
Article Ninth should not be used by the Wallace Board of Directors to obstruct
the Offer, which is non-coercive, offers Wallace's stockholders a substantial
premium for their shares, and poses no threat to the interests of Wallace's
stockholders or to Wallace's corporate policy and effectiveness.

WALLACE'S OPPOSITION

38. Wallace's Board of Directors has expressed its
opposition to an acquisition of Wallace by Moore. In February 1995, Moore
attempted to initiate discussions with Wallace regarding a possible business
combination between Moore and Wallace. In response, defendant Cronin, the
President and CEO of Wallace, advised Mr. Reto Braun, Chairman of Moore, that
Wallace's Board of Directors had considered Moore's proposal, was not interested
in any such combination and would not pursue the matter further. All efforts by
Moore to engage in further discussions with Wallace concerning a possible
business combination with Moore since that time have been rebuffed by Wallace.

39. In addition to its expressed opposition to a business
combination with Moore, Wallace's Board of Directors has taken specific steps
since Moore's initial approach in

<PAGE> 15

February 1995 to create additional obstacles to any merger. Under a Bylaw
provision purportedly adopted in June 1995, in probable response to Moore's
previous approaches, and publicly disclosed only two weeks ago, any business to
be raised by a stockholder at the annual meeting must now be presented sixty
(60) days before the meeting. Also in probable response to Moore's previous
approaches, the Board of Directors approved a "golden parachute" employment
contract with defendant Cronin, which among other things, provides that
defendant Cronin will receive millions of dollars from Wallace, including
reimbursement of tax penalties, in the event of a takeover and a change in his
job duties. Such contract is purportedly retroactive to January 1995.

40. In light of Wallace's expressed opposition to any
proposed business combination with Moore, and its actions since Moore's initial
approach in February 1995 to create additional obstacles to any such merger,
unless enjoined by this Court, Wallace's Board of Directors will use Wallace's
numerous defensive measures to block the Offer and Proposed Merger and may take
steps to block the Proxy Solicitation, all in violation of its fiduciary duties
to Frederick's stockholders.

IRREPARABLE INJURY

41. Plaintiffs do not have an adequate remedy at law.
Only through the exercise of the Court's equitable powers will plaintiffs and
Wallace's other stockholders be protected from

<PAGE> 16

immediate and irreparable injury. Unless the Court enjoins the application of
Wallace's anti-takeover devices to FRDK's Offer and enjoins Wallace from
impeding the Offer, Proposed Merger and Proxy Solicitation by any other
measures, Wallace's stockholders will be deprived of the opportunity to decide
for themselves whether or not to accept the Offer. Moreover, FRDK will be
precluded from consummating the Offer, which is conditioned on the removal or
inapplicability of Wallace's anti-takeover devices, will be denied any
meaningful access to or control over Wallace, and will be hindered in or
prevented from exercising its fundamental stockholder rights under Delaware law.
Should that occur, plaintiffs will have lost the unique opportunity to acquire
Wallace, and Wallace's other stockholders will have lost the opportunity to sell
their shares for a substantial premium.

AS AND FOR A FIRST CAUSE OF ACTION
(Injunctive Relief)

42. Plaintiffs repeat and reallege each and every
allegation contained in paragraphs 1 through 41 above, as if fully set forth
herein.

43. FRDK's Offer is non-coercive and non-discriminatory;
it is fair to Wallace's stockholders; and it represents a substantial premium
over the market price of Wallace shares prior to the announcement of FRDK's
intention to commence the Offer. The Offer, Proposed Merger and Proxy
Solicitation comply with all applicable laws and other obligations -- including,
without limitation, the securities

<PAGE> 17

laws, the antitrust laws, and all other legal obligations to which plaintiffs
are subject -- and pose no threat to the interests of Wallace's stockholders or
to Wallace's corporate policy or effectiveness. Use of Wallace's anti-takeover
devices or any other defensive measures to prevent Wallace's stockholders from
deciding for themselves whether or not to accept the Offer or Proxy Solicitation
is not proportionate, nor within the range of reasonable responses to the Offer,
Proposed Merger or Proxy Solicitation, and is a breach of the Board of
Directors' fiduciary duties to Wallace's stockholders.

44. Plaintiffs do not have an adequate remedy at law.

AS AND FOR A SECOND CAUSE OF ACTION
(Declaratory Judgment)

45. Plaintiffs repeat and reallege each and every
allegation contained in paragraphs 1 through 44 above, as if fully set forth
herein.

46. The Offer, Proposed Merger and Proxy Solicitation
comply or will comply with all applicable laws and other obligations, including,
without limitation, the securities laws, the antitrust laws, and all other legal
obligations to which plaintiffs are subject. Given the nature of the Offer and
its benefits, Wallace should assist plaintiffs in obtaining any necessary
regulatory approvals. In any event, Wallace should not be permitted to attempt
to delay consummation of the Offer, Proposed Merger or Proxy Solicitation. To
prevent any

<PAGE> 18

unnecessary impediment to consummation of the Offer, Proposed Merger and Proxy
Solicitation, plaintiffs seek a declaratory judgment that the Offer, Proposed
Merger and Proxy Solicitation comply with all applicable laws and other
obligations.

47. Plaintiffs do not have an adequate remedy at law.

WHEREFORE, plaintiffs respectfully request that this Court
enter an order:

(a) preliminarily and permanently enjoining
Wallace, its directors, officers, successors, agents, servants,
subsidiaries, employees and attorneys, and all persons acting in
concert or participating with them, from taking any steps to impede or
frustrate the ability of Wallace's stockholders to consider and make
their own determination as to whether to accept the terms of the Offer
or give or withhold consent to the terms of the Proxy Solicitation, or
taking any other action to thwart or interfere with the Offer, Proposed
Merger or Proxy Solicitation;

(b) compelling Wallace's Board of Directors to
redeem the Rights associated with the Poison Pill or to amend the
Poison Pill so as to make the Rights inapplicable to the Offer and the
Proposed Merger, and preliminarily and permanently enjoining Wallace,
its directors, officers, successors, agents, servants, subsidiaries,
employees and attorneys, and all persons acting in concert or
participating with them, from taking any action to

<PAGE> 19

implement, distribute or recognize any rights or powers with respect to
said Rights (other than to redeem the Rights), and from taking any
actions pursuant to the Poison Pill that would dilute or interfere with
FRDK's voting rights or in any other way discriminate against FRDK in
the exercise of its rights with respect to its Wallace stock;

(c) compelling Wallace's Board of Directors to
approve the Offer and the Proposed Merger for the purposes of Section
203, and preliminarily and permanently enjoining Wallace, its
directors, officers, successors, agents, servants, subsidiaries,
employees and attorneys, and all persons acting in concert or
participating with them, from taking any actions to enforce or apply
Section 203 that would interfere with the commencement, continuation or
consummation of FRDK's Offer;

(d) compelling Wallace's Board of Directors to
approve the Proposed Merger for the purposes of Article Ninth, and
preliminarily and permanently enjoining Wallace, its directors,
officers, successors, agents, servants, subsidiaries, employees and
attorneys, and all persons acting in concert or participating with
them, from taking any actions to enforce or apply Article Ninth in any
way that would interfere with the consummation of the Proposed Merger;

(e) declaring and adjudging that the Offer and
Proposed Merger comply with all applicable laws and other obligations,
including, without limitation, the securities

<PAGE> 20

laws, the antitrust laws, and all other legal obligations to which
plaintiffs are subject;

(f) awarding plaintiffs their costs and
disbursements in this action, including reasonable attorneys' fees; and

(g) granting such other and further relief as
the Court deems just and proper.

July 31, 1995

RICHARDS, LAYTON & FINGER

By
-------------------------
Jesse A. Finkelstein
(I.D. No. 1090)
A Member of the Firm
RICHARDS, LAYTON & FINGER
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for Plaintiffs

Of Counsel

CHADBOURNE & PARKE
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100

<PAGE> 1

FRDK, INC.

July 31, 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 Nominate Persons For Election to
the Board of Directors

Ladies and Gentlemen:

As you know, Moore Corporation Limited yesterday announced its
intention to make an offer (the "Offer") 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 Rights referred to
below, at $56 net per Share. The Offer is to be made through the undersigned
FRDK, Inc., a New York corporation (the "Stockholder").

Pursuant to Section 3.3 of the Amended and Restated Bylaws
(the "Bylaws") of the Company, the Stockholder hereby notifies the Company of
the Stockholder's intent at the Company's 1995 Annual Meeting (the "Annual
Meeting") to nominate persons for election to the Company's Board of Directors.
The Stockholder's address is care of Moore Corporation Limited, 1 First Canadian
Place, Suite 7200, Toronto, Ontario M5X 1G5, Canada.

<PAGE> 2

The Stockholder intends to nominate the following persons for
election to the Company's Board of Directors (the "Designees"):

Curtis A. Hessler
Prof. Albert W. Isenman, III
Robert P. Rittereiser

Set forth in Exhibit A hereto is the address and the
information regarding each of the Designees that would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the Designees been nominated by the
Board of Directors of the Company.

The Stockholder and its parent company, Moore Corporation
Limited (collectively, "Moore") have entered into an agreement with each of the
Designees (each, a "New Director Agreement"), which provides that, if such
Designee is elected as a Director of the Company, Moore would expect that such
Designee would receive from the Company the same fees as are currently paid to
the Company's Directors, which Moore understands are $19,000 per year and $600
for each meeting of the Board of Directors or its committees attended. Pursuant
to the New Director Agreements, Moore will pay such Designee the sum of $50,000
in consideration of his time and effort involved in serving as a nominee. In
addition, Moore has agreed to indemnify each Designee against any and all
losses, claims, damages, judgments, liabilities and expenses of any kind which
may be incurred by such Designee arising out of or relating to his service as a
nominee for election to the Board of Directors of the Company. In the case of
any proceeding relating to any such claim, Moore will assume and control the
defense thereof and will pay attorney's fees and expenses in connection
therewith. Copies of the New Director Agreements are attached hereto as Exhibit
B.

The Designees intend to (a) redeem the preferred stock
purchase rights (the "Rights") issued pursuant to that certain Rights Agreement
(the "Rights Agreement") dated as of March 14, 1990, between Harris Trust and
Savings Bank, as Rights Agent, and the Company (or amend the Rights Agreement to
make the Rights inapplicable to (i) the Offer and (ii) any merger or similar
business combination of the Company with Moore Corporation Limited or any direct
or indirect wholly

2
<PAGE> 3

owned subsidiary thereof pursuant to which each then outstanding Share would be
converted into the right to receive an amount in cash equal to the price per
Share paid by the Stockholder pursuant to the Offer (the "Proposed Merger")),
approve the Offer and the Proposed Merger under Section 203 of the Delaware
General Corporation Law, take any action that is desirable or necessary for the
satisfaction of the requirements under Article Ninth ("Article Ninth") of the
Company's Restated Certificate of Incorporation, if any, and take such other
actions and seek or grant such other consents or approvals as may be desirable
or necessary to expedite prompt consummation of the Offer and the Proposed
Merger or (b) if any other transaction offering more value to the Company's
stockholders is proposed, take actions to facilitate such a transaction, in each
case subject to fulfillment of the fiduciary duties that they would have as
directors of the Company.

Other than as disclosed in this letter and the Exhibits
attached hereto, there are no arrangements or understandings between the
Stockholder and the Designees or any other persons pursuant to which the
nominations of the Designees are to be made.

Each of the Designees has consented to serve as a director of
the Company, if elected. Copies of the consent letter of each Designee are
attached hereto as Exhibit C.

The Stockholder represents that it is a stockholder of record
of the Company entitled to vote at the Annual Meeting, which the Stockholder
understands is anticipated by the Board of Directors of the Company to be held
on November 8, 1995, and that the Stockholder intends to appear in person or by
proxy at the Annual Meeting to nominate the Designees.

The Stockholder hereby further advises the Company that it
currently plans to notify the Company of its intent to introduce business (the
"Stockholder Proposals") at the Annual Meeting for the purpose of, among other
things (i) removing all of the other present members of the Board of Directors
of the Company, and (ii) amending the Bylaws to fix the number of directors of
the Company at three.

3
<PAGE> 4

Notwithstanding the foregoing, 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.

Kindly acknowledge the receipt by the Secretary of the Company
of the by hand delivery of this letter and the attachments 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:_________________________
Name: Joseph M. Duane
Title: President

Attachments

Received by:

- ------------------------
Name:

4
<PAGE> 5

Exhibit A

<PAGE> 6

NAME: Curtis A. Hessler

ADDRESS: The Times Mirror Company
Times Mirror Square
Los Angeles, California 90035

AGE: 51

Mr. Hessler has been Executive Vice President of The Times Mirror
Company, a publisher of books, magazines and newspapers, since February
1991. Mr. Hessler was an executive of UNISYS Corporation from June 1984
to February 1991, serving as Vice Chairman at the time of his
departure.

<PAGE> 7

NAME: Albert W. Isenman, III

ADDRESS: Kellogg Graduate School of Management
Northwestern University
2001 Sheridan Road
Evanston, Illinois 60208

AGE: 47

Professor Isenman has been Professor of Management at the Kellogg
Graduate School of Management at Northwestern University since 1988.

<PAGE> 8

NAME: Robert P. Rittereiser

ADDRESS: 450 Lexington Avenue
Suite 1450
New York, New York 10017

AGE: 57

Mr. Rittereiser is Chairman of Yorkville Associates Corp., a private
investment and financial advisory concern formed in April 1989. He
served as Chairman since November 1992, a Director since 1990 and
President and Chief Executive Officer from March 1993 until February
1995 of Nationar, Inc. a banking services corporation. On February 6,
1995, the Acting Superintendent of Banks, State of New York, filed a
Petition in the New York Supreme Court to take over the business of
Nationar. Prior to March 1993, he was President and Chief Executive
Officer of E.F. Hutton Group until its merger with Shearson Lehman
Bros. Until June 1985 he was Executive Vice President and Chief
Administrative Officer of Merrill Lynch & Co. Mr. Rittereiser is a
Director of Ferrofluidics Corporation, Interchange Financial Services
Corp., CUC International Inc. and the Main Stay Family of Funds. He is
a Trustee of the DBL Liquidating Trust.

<PAGE> 9

Exhibit B

<PAGE> 10

MOORE CORPORATION LIMITED
FRDK, INC.

July 29, 1995

Mr. Curt A. Hessler
570 Bradford Street
Pasadena, California 91105

Dear Curt:

Moore Corporation Limited, and its wholly-owned subsidiary FRDK, Inc. ("FRDK",
and collectively with Moore Corporation Limited, "Moore") have requested that
you stand for election as director of Wallace Computer Services, Inc. (the
"Company") at its 1995 Annual Meeting of Stockholders (the "Annual Meeting") as
a designee of FRDK. You have agreed to be so nominated and to serve if elected.

In consideration of the time and effort involved in your serving as a director
designee of FRDK, Moore agrees to pay you the sum of $50,000 at such time as
Moore discloses your name as one of its director designees. If you are elected
as a Director, Moore would expect that you would receive from the Company the
same fees as are currently paid to the Company's Directors, which we understand
are $19,000 per year and $600 for each meeting of the Board of Directors or its
committees that you attend.

In addition, Moore hereby jointly and severally indemnify you against any and
all losses, claims, damages, judgments, liabilities and expenses of any kind you
may incur arising out of or relating to your service as a nominee for election
to the Board of Directors of the Company. In the case of any proceeding relating
to any such claim, Moore will assume and control the defense thereof and shall
pay attorney's fees and expenses in connection therewith.

<PAGE> 11

The indemnification herein will be in addition to your rights to indemnification
upon your election as a director of the Company provided by Delaware law and the
Company's Restated Certificate of Incorporation and Amended and Restated
By-laws.

Please indicate your acknowledgment of the agreement to the terms hereof by
signing in the space provided below.

Very truly yours,

MOORE CORPORATION LIMITED
FRDK, INC.

By:______________________

Acknowledged and Agreed this
29th, day of July, 1995.

- ----------------------------
Curt A. Hessler

<PAGE> 12

MOORE CORPORATION LIMITED
FRDK, INC.

July 29, 1995

Prof. Albert W. Isenman, III
Kellogg Graduate School of Management
Northwestern University
Evanston, Illinois 60208

Dear Albert:

<PAGE> 13

thereof and shall pay attorney's fees and expenses in connection therewith.

Please indicate your acknowledgment of the agreement to the terms hereof by
signing in the space provided below.

Very truly yours,

MOORE CORPORATION LIMITED
FRDK, INC.

By:______________________

Acknowledged and Agreed this
29th, day of July, 1995.

- ----------------------------
Albert W. Isenman, III

<PAGE> 14

MOORE CORPORATION LIMITED
FRDK, INC.

July 29, 1995

Mr. Robert P. Rittereiser
450 Lexington Avenue
Suite 1450
New York, New York 10017

Dear Bob:

<PAGE> 15

thereof and shall pay attorney's fees and expenses in connection therewith.

Please indicate your acknowledgment of the agreement to the terms hereof by
signing in the space provided below.

Very truly yours,

MOORE CORPORATION LIMITED
FRDK, INC.

By:______________________

Acknowledged and Agreed this
29th, day of July, 1995.

- ----------------------------
Robert P. Rittereiser

<PAGE> 16

Exhibit C

<PAGE> 17

Mr. Curtis A. Hessler
570 Bradford Street
Pasadena, CA 91105

July 29, 1995

FRDK, Inc.
c/o Moore Corporation Limited
1 First Canadian Place
Toronto, Ontario M5X 1G5
Canada

Ladies and Gentlemen:

I hereby consent to be nominated by FRDK, Inc. for election as
director of Wallace Computer Services, Inc. (the "Company") at the Company's
1995 Annual Meeting of Stockholders and to serve as a director of the Company if
elected.

Very truly yours,

Curt A. Hessler

<PAGE> 18

Professor Albert W. Isenman, III
Kellogg Graduate School of Management
Northwestern University
2001 Sheridan Road
Evanston, Illinois 60208

July 29, 1995

FRDK, Inc.
c/o Moore Corporation Limited
1 First Canadian Place
Toronto, Ontario M5X 1G5
Canada

Ladies and Gentlemen:

Very truly yours,

Albert W. Isenman, III

<PAGE> 19

Mr. Robert P. Rittereiser
450 Lexington Avenue
Suite 1450
New York, New York 10017

July 29, 1995

FRDK, Inc.
c/o Moore Corporation Limited
1 First Canadian Place
Toronto, Ontario M5X 1G5
Canada

Ladies and Gentlemen:

Very truly yours,

Robert P. Rittereiser