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. 22)
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Wallace Computer Services, Inc.
(Name of Subject Company)
Moore Corporation Limited
and
FRDK, Inc.
(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 1G5
(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, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21
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. 22. Capitalized terms not defined herein shall
have the meanings assigned thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(32) Press Release, dated December 8, 1995.
<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: December 11, 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
(a)(32) Press Release, dated December 8, 1995.
MOORE NEWS RELEASE
Moore Corporation Limited
1 First Canadian Place
Toronto, Ontario
Canada M5X 1G5
Contact: Hilda Mackow Phone (416) 364-2600
Vice President, Communications Fax (416) 360-4767
Moore Corporation
416) 364-2600
Lissa Perlman
Kekst & Company
(212) 593-2655
MOORE CORPORATION ELECTS THREE DIRECTORS TO WALLACE COMPUTER
SERVICES' BOARD OF DIRECTORS
TORONTO (December 8, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
announced today that based on a preliminary count, it appears that Wallace
Computer Services' (NYSE: WCS) shareholders have elected Moore's three director
nominees to Wallace's Board of Directors at Wallace's annual meeting.
Reto Braun, chairman and CEO of Moore, said, "We very much appreciate the
support of those Wallace shareholders who voted in our favor to elect three
directors."
"We continue to believe that a combination of Moore and Wallace makes good
strategic business sense for Moore. With this strong show of support, we are
hopeful that Wallace's directors will now work with us and the newly elected
directors to reach a mutually satisfactory agreement. Our offer is set to expire
December 11. We will extend our offer to a later date, which will be after the
date all the votes are officially counted."
"I want to be clear that, in our decision-making, our primary concern is for the
interests of Moore's shareholders and employees, whose great support we also
appreciate," Mr. Braun concluded.
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Moore Corporation Limited 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.
