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. 8)
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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 Amendment Nos.
1, 2, 3, 4, 5, 6 and 7, 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. 8. Capitalized terms not
defined herein shall have the meanings assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On September 18, 1995, Moore and the Purchaser issued a press
release, a copy of which is attached hereto as Exhibit (a)(15) and is
incorporated herein by reference. Moore and the Purchaser have extended the
Offer until 5:00 p.m. EST, on Wednesday, November 8, 1995. As of Monday,
September 18, 1995, 368,488 Shares had been tendered and not withdrawn.
Moore and the Purchaser reserve the right, upon notice being
given to Wallace stockholders in accordance with applicable law, to change the
Expiration Date to an earlier date for any reason, including in the event Moore
and Wallace enter into a definitive merger agreement, or any extraordinary
corporate transaction is proposed involving Wallace.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Press Release, dated September 18, 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: September 18, 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
2
<PAGE>
EXHIBIT INDEX
(a)(15) Press Release, dated September 18, 1995.
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
TORONTO (September 18, 1995) -- In accordance with their previously announced
intentions, Moore Corporation Limited (TSE, ME, NYSE: MCL) and its wholly owned
subsidiary, FRDK, Inc., today extended their tender offer for all outstanding
shares of common stock, including the associated preferred stock purchase
rights, of Wallace Computer Services (NYSE:WCS) until 5:00 p.m. EST on November
8, 1995.
As of today, Monday, September 18, 1995, 368,488 shares had
been tendered and not withdrawn.
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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.
