SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
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Wallace Computer Services, Inc.
(Name of Subject Company)
FRDK, INC.
MOORE CORPORATION LIMITED
(Bidders)
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 1GF
(416) 364-2600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
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COPY TO:
DENNIS J. FRIEDMAN, ESQ.
DAVID M. WILF, ESQ.
DAVID M. SCHWARTZBAUM, ESQ.
CHADBOURNE & PARKE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100
<PAGE>
FRDK, Inc. and Moore Corporation Limited hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the
"Statement"), originally filed on August 2, 1995, as amended by Amendments No.
1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 with respect to their offer to purchase all
outstanding shares of Common Stock, par value $1.00 per share, of Wallace
Computer Services, Inc., a Delaware corporation (together with the associated
preferred stock purchase rights), as set forth in this Amendment No. 12.
Capitalized terms not defined herein shall have the meanings assigned thereto in
the Statement.
ITEM 5. PURPOSE OF THE TENDER OFFER AND
PLANS OR PROPOSALS OF THE BIDDER.
(c) On October 5, 1995, the Purchaser, as a stockholder of the
Company, delivered a second letter (the "Second Stockholder Proposal Letter") to
the Company notifying the Company of its intent to bring before the 1995 Annual
Meeting business for the purpose of: (i) removing all of the members of the
Board of Directors of the Company other than Messrs. Hessler, Isenman and
Rittereiser, if then directors of the Company; (ii) amending the Amended and
Restated Company Bylaws to fix the number of directors of the Company at five;
and (iii) repealing each provision of the Amended and Restated Company Bylaws or
amendment thereto adopted without stockholder approval subsequent to February
15, 1995 and prior to the 1995 Annual Meeting.
The Purchaser had previously delivered notice to the Company
on August 28, 1995 of its intent to bring business before the 1995 Annual
Meeting in its initial Stockholder Proposal Letter. By virtue of an amendment to
the Amended and Restated Company Bylaws adopted on June 14, 1995 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,
and an announcement by the Company that the 1995 Annual Meeting will be held on
December 8, 1995, the Purchaser delivered the Second Stockholder Proposal Letter
in order to preserve its right to introduce business at the 1995 Annual Meeting.
The proposals included in the Second Stockholder Proposal Letter are identical
to those included in the initial Stockholder Proposal Letter. A copy of the
Second Stockholder Proposal Letter is attached hereto as Exhibit (g)(14) and the
foregoing description is qualified in its entirety by reference to such exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(14) Second Stockholder Proposal Letter, dated October
5, 1995, from the Purchaser to the Company.
<PAGE>
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: October 5, 1995
FRDK, Inc.
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
MOORE CORPORATION LIMITED
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
(g)(14) Second Stockholder Proposal Letter, dated October
5, 1995, from the Purchaser to the Company.
FRDK, Inc.
October 5, 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 Bring Business Before the 1995 Annual
Meeting of Wallace Computer Services, Inc.
Ladies and Gentlemen:
As you know, Moore Corporation Limited ("Moore") and FRDK,
Inc., a New York corporation (the "Stockholder") which is a wholly owned
subsidiary of Moore, commenced a tender offer (the "Offer") on August 2, 1995 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 preferred stock purchase rights (the "Rights"), at $56 per Share (and
associated Right), net to the seller in cash.
In connection with the Offer, the Stockholder has previously
delivered to the Company (i) a notice in accordance with Section 3.3 of the
Amended and Restated Bylaws of the Company (the "Bylaws") indicating its
intention to nominate at the Company's 1995 Annual Meeting (the "Annual
Meeting") Curtis A. Hessler, Albert W. Isenman, III and Robert P. Rittereiser to
serve as directors of the Company; and (ii) a notice in accordance with Section
2.11(a) of the Bylaws indicating its intention to present business at the Annual
Meeting (the "First Stockholder Proposal Letter").
<PAGE>
Pursuant to Section 2.11(a) of the Bylaws, the Stockholder
hereby notifies the Company of the Stockholder's intent to bring before the
Annual Meeting business for the purpose of: (i) removing all of the members of
the Board of Directors of the Company other than Messrs. Hessler, Isenman and
Rittereiser, if then directors of the Company; (ii) amending the Bylaws to fix
the number of directors of the Company at five; and (iii) repealing each
provision of the Bylaws or amendment thereto adopted subsequent to February 15,
1995 and prior to the approval of the Stockholder Proposals (as defined below).
The proposals that the Stockholder intends to bring before the Annual Meeting
are each set forth in Annex I hereto (the "Stockholder Proposals"), and the
foregoing description of the Stockholder Proposals is qualified in its entirety
by reference to such Annex I.
The Stockholder has previously delivered to the Company its
Offer to Purchase dated August 2, 1995 and Tender Offer Statement on Schedule
14D-1, as amended, containing its reasons for introducing the Stockholder
Proposals at the Annual Meeting and a description of any material interest of
the Stockholder in the Stockholder Proposals. A copy of the Offer to Purchase is
attached hereto and incorporated by reference herein.
The Stockholder represents that it is the owner of record of
150 Shares. The Stockholder's address as it appears on the Company's books is
c/o Moore Corporation Limited, 1 First Canadian Place, 72nd Floor, Toronto,
Ontario, Canada M5X 1G5.
The Stockholder does not acknowledge the validity of the
requirements set forth in Section 2.11(a) of the Bylaws, and the execution and
delivery of this letter and the notification herein by the Stockholder does not
constitute a waiver of the Stockholder's right to contest the validity of such
requirements. 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.
<PAGE>
Kindly acknowledge the receipt by the Secretary of the Company
of the by hand delivery of this letter 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: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
Attachments
Received by:
- ------------------------
Name:
<PAGE>
Annex I
RESOLVED: That all of the directors of Wallace Computer
Services, Inc. (the "Company") other than Curtis A.
Hessler, Albert W. Isenman, III and Robert P.
Rittereiser, if then directors of the Company, be
removed without cause, effective at the time this
resolution is approved.
RESOLVED: That the Amended and Restated Bylaws (the Bylaws") of
the Company, be and they hereby are amended,
effective at the time this resolution is approved, by
amending the first sentence of Section 3.2(a) of the
Bylaws in its entirety to read as follows:
Section 3.2. Number, Election, Tenure and
Qualifications; Stockholder Nominations;
Vacancies; Removal; Resignation
(a) Number, Election, Tenure and
Qualifications. Subject to any special
rights of the holders of preferred stock to
elect additional directors, the Board of
Directors shall consist of five members.
RESOLVED: That each provision of the Bylaws or amendment
thereto adopted by the Board of Directors of the
Company without the approval of stockholders
subsequent to February 15, 1995 and prior to the
approval of this resolution be, and it hereby is,
repealed, effective at the time this resolution is
approved.
