<PAGE> 1
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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. 13)
------------------------
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)
------------------------
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
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C> <C>
$1,377,962,340 $275,592.47
</TABLE>
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* 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 $60 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 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.
/X/ 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>
Filing Party: Moore Corporation Limited and
Amount Previously Paid: $257,219.64 FRDK, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: August 2, 1995
</TABLE>
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<PAGE> 2
Moore Corporation Limited ("Moore") and FRDK, Inc. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (as amended to date,
the "Offer to Purchase"), originally filed on August 2, 1995, as amended by
Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 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. 13.
The price offered has been increased to $60 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 the Supplement
to the Offer to Purchase, dated October 12, 1995 (the "Supplement") and the
related Letters of Transmittal (which together constitute the "Offer").
Capitalized terms not defined herein shall have the meanings assigned thereto in
the Offer to Purchase and the Supplement.
<TABLE>
<S> <C> <C>
ITEM 1. SECURITY AND SUBJECT COMPANY.
-- Reference is hereby made to the information set forth in Sections 1 and 3 of
the Supplement, which are incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d); -- Since August 2, 1995, the date of the Offer to Purchase, Messrs. Louis J.
(g) Rupnik and Ronald D. Rogers have resigned as executive officers of Moore, and
Mr. Thomas J. McKiernan, who is a citizen of the United States, was appointed
to the position of the Vice President of Moore and President of Moore Customer
Consumer Relations Services, North America. Between April 1, 1991 and
September 1995, Mr. McKiernan was President of Moore Response Marketing
Services; between November 1989 and March 1991, he was Advisory Task Force
Chairman of Moore Business Forms Systems. Mr. McKiernan's principal business
address is Moore Corporation Limited, 1 First Canadian Place, Toronto, Ontario
M5X 1G5, Canada.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) -- Reference is hereby made to the information set forth in Section 6 of the
Supplement, which is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) -- Reference is hereby made to the information set forth in Section 5 of the
Supplement, which is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(g) -- Reference is hereby made to the information set forth in Section 6 of the
Supplement, which is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a)-(f) -- Reference is hereby made to the entire text of the Supplement and the related
Letter of Transmittal, which is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(17) -- Supplement to the Offer to Purchase dated August 2, 1995.
(a)(18) -- Revised Letter of Transmittal with respect to the Shares and Rights.
(a)(19) -- Form of Revised Letter, dated October 12, 1995, from Lazard Freres & Co. LLC
to brokers, dealers, banks, trust companies and nominees.
(a)(20) -- Form of Revised Letter to be sent by brokers, dealers, banks, trust companies
and nominees to their clients.
(a)(21) -- Revised Notice of Guaranteed Delivery.
(a)(22) -- IRS Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(23) -- Press Release, dated October 12, 1995.
</TABLE>
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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 12, 1995
FRDK, Inc.
By: /s/ JOSEPH M. DUANE
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Name: Joseph M. Duane
Title: President
MOORE CORPORATION LIMITED
By: /s/ JOSEPH M. DUANE
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Name: Joseph M. Duane
Title: Vice President and
General Counsel
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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(a)(17) Supplement to the Offer to Purchase dated August 2, 1995
(a)(18) Revised Letter of Transmittal with respect to the Shares and Rights
(a)(19) Form of Revised Letter, dated October 12, 1995, from Lazard Freres & Co. LLC to
brokers, dealers, banks, trust companies and nominees
(a)(20) Form of Revised Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients
(a)(21) Revised Notice of Guaranteed Delivery
(a)(22) IRS Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(23) Press Release, dated October 12, 1995
</TABLE>
3
<PAGE> 1
SUPPLEMENT TO THE OFFER TO PURCHASE DATED AUGUST 2, 1995
FRDK, INC.
A WHOLLY OWNED SUBSIDIARY OF
MOORE CORPORATION LIMITED
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WALLACE COMPUTER SERVICES, INC.
TO
$60 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 7:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 3, 1995,
UNLESS THE OFFER IS EXTENDED.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE
OFFER TO PURCHASE, EXCEPT THAT THE PURCHASER HAS
WAIVED THE FINANCING CONDITION.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, THE PURCHASER DOES
NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR PRIOR
TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE BEEN
VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE EXPIRATION
DATE IS NOT SO FURTHER EXTENDED, THE PURCHASER CURRENTLY INTENDS TO
TERMINATE THE OFFER AND ALL OTHER EFFORTS TO ACQUIRE THE COMPANY.
------------------------
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 which accompanies the Offer to Purchase or this Supplement
(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 of the Offer to
Purchase, 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 procedure for book-entry
transfer set forth in Section 2 of the Offer to Purchase or (ii) request such
stockholder's broker,
<PAGE> 2
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 of this Supplement.
Questions and requests for assistance or for additional copies of the Offer to
Purchase, this Supplement and the revised Letter of Transmittal and the revised
Notice of Guaranteed Delivery may be directed to the Information Agent or to the
Dealer Manager at their respective addresses ad telephone numbers set forth on
the back cover of this Supplement.
------------------------
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
October 12, 1995
<PAGE> 3
To Holders of Common Stock
(including the Associated Preferred Stock
Purchase Rights) of Wallace Computer Services, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated August 2, 1995 (the "Offer to Purchase") of 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"). Pursuant to this Supplement, the Purchaser is now 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 $60 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 the Offer to Purchase, as amended and
supplemented by this Supplement, and in the related Letters of Transmittal
(which, together with any amendments or supplements hereto or thereto,
collectively constitute the "Offer"). All references herein to the 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 the Shares shall include the Rights. Capitalized terms used and not
defined herein have the meanings set forth in the Offer to Purchase.
EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT AND IN THE REVISED LETTER
OF TRANSMITTAL, THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO
PURCHASE REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER. THE CONDITIONS TO THE
OFFER ARE DESCRIBED IN SECTION 14 OF THE OFFER TO PURCHASE, EXCEPT THAT ON
AUGUST 10, 1995, THE PURCHASER WAIVED THE FINANCING CONDITION TO THE OFFER. SEE
SECTION 6 OF THIS SUPPLEMENT.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 7:00 P.M., NEW YORK CITY
TIME ON FRIDAY, NOVEMBER 3, 1995, UNLESS THE OFFER IS EXTENDED. The Offer and
withdrawal rights were previously scheduled to expire at 5:00 p.m., New York
City time, on November 8, 1995.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, THE PURCHASER
DOES NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR
PRIOR TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE BEEN
VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE EXPIRATION DATE IS NOT
SO FURTHER EXTENDED, THE PURCHASER CURRENTLY INTENDS TO TERMINATE THE OFFER AND
ALL OTHER EFFORTS TO ACQUIRE THE COMPANY.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE
AND THE RELATED LETTER OF TRANSMITTAL, COPIES OF WHICH MAY BE OBTAINED AT THE
PURCHASER'S EXPENSE IN THE MANNER SET FORTH ON THE BACK COVER OF THIS
SUPPLEMENT. THE OFFER TO PURCHASE AND THIS SUPPLEMENT CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
<PAGE> 4
THE AMENDED OFFER
1. AMENDED TERMS OF THE OFFER
The price per Share to be paid pursuant to the Offer has been increased
from $56 per Share to $60 per Share, net to the seller in cash, without interest
thereon. 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 of the Offer to Purchase. All stockholders whose Shares are accepted for
payment pursuant to the Offer will receive the increased Offer Price in respect
of each Share so accepted. All references to the Offer and the Offer Price in
the Offer to Purchase, this Supplement and any letter of transmittal are deemed
to refer to the Offer as amended as described above and the foregoing increased
Offer Price, respectively.
2. PROCEDURE FOR TENDERING SHARES AND RIGHTS
Procedures for tendering Shares and Rights are set forth in Section 2 of
the Offer to Purchase, as amended and supplemented hereby.
Tendering stockholders may continue to use the original BLUE Letter of
Transmittal previously circulated with the Offer to Purchase, or the revised
BLUE Letter of Transmittal circulated with this Supplement. Although the Letter
of Transmittal previously circulated with the Offer to Purchase refers only to
the Offer to Purchase, stockholders using such document to tender their Shares
will nevertheless receive $60 per Share for each Share validly tendered and not
properly withdrawn and accepted for payment pursuant to the Offer, subject to
the conditions of the Offer.
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 of the PINK Notice of Guaranteed Delivery provided by
the Purchaser and circulated with this Supplement, 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 Expiration Date or (b), in the case of the Rights,
a period ending on the later of (1) three trading days after the Expiration Date
or (2) three business days 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
2
<PAGE> 5
with respect to, such Rights as described above), (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.
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
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.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION, EXCEPT AS MAY BE REQUIRED BY THE PROCEDURE FOR GUARANTEED
DELIVERY IF SUCH PROCEDURE WAS UTILIZED. STOCKHOLDERS DESIRING TO TENDER SHARES
AND RIGHTS PURSUANT TO THE PROCEDURE FOR GUARANTEED DELIVERY SET FORTH ABOVE
SHOULD USE THE REVISED PINK NOTICE OF GUARANTEED DELIVERY CIRCULATED WITH THIS
SUPPLEMENT IN LIEU OF THE ORIGINAL GRAY NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
CIRCULATED WITH THE OFFER TO PURCHASE. IF SHARES ARE ACCEPTED FOR PAYMENT AND
PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, SUCH STOCKHOLDERS WILL RECEIVE,
SUBJECT TO THE CONDITIONS OF THE OFFER, THE INCREASED TENDER PRICE OF $60 PER
SHARE, WITHOUT INTEREST THEREON, LESS ANY APPLICABLE WITHHOLDING TAXES.
SEE SECTION 3 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR WITHDRAWING
SHARES TENDERED PURSUANT TO THE OFFER.
3. PRICE RANGE OF THE SHARES; DIVIDENDS
From August 2, 1995, the date of the Offer to Purchase, through October 11,
1995, the high and low reported sales prices of the Shares on the NYSE Composite
Tape were $59 1/2 and $56 1/4, respectively, as reported in published financial
sources. On October 11, 1995, which was the last full trading day prior to the
date of this Supplement, the reported closing price of the Shares on the NYSE
Composite Tape was $56 5/8 per Share. According to publicly available
information, on September 20, 1995, the Company paid a cash dividend of $.185
per Share. For information about Share prices and dividends paid during earlier
periods, see the Offer to Purchase. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT
MARKET QUOTATIONS FOR THE SHARES.
4. CERTAIN INFORMATION CONCERNING THE COMPANY
On August 24, 1995, the Company issued a press release which included
certain audited financial data with respect to the Company for its fourth
quarter and fiscal year ended July 31, 1995. The following audited financial
data is excerpted from such press release:
WALLACE COMPUTER SERVICES, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------- YEAR ENDED JULY 31,
JULY 31, JULY 31, --------------------
1995 1994 1995 1994
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<S> <C> <C> <C> <C>
SUMMARY OF EARNINGS DATA:
Net Sales............................................. $198,201 $149,069 $712,838 $588,173
Net Income............................................ $ 15,768 $ 11,871 $ 55,297 $ 47,931
Net Income per Share.................................. $ 0.70 $ 0.53 $ 2.46 $ 2.16
</TABLE>
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3
<PAGE> 6
The Rights. According to Amendment No. 2 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company
with the Commission on August 15, 1995 (the "Schedule 14D-9"), by unanimous
written consent dated August 28, 1995, the Board of Directors of the Company
resolved to delay the Distribution Date under the Rights Agreement until the
earlier to occur of (i) the close of business on the Flip-In Trigger Date (as
defined in the Rights Agreement) or (ii) such other time as a majority of the
Board of Directors of the Company or any duly authorized committee thereof shall
designate. To the knowledge of the Purchaser, the Rights Agreement remains as
described in Section 12 of the Offer to Purchase.
According to Amendment No. 3 to Schedule 14D-9, the Board of Directors of
the Company approved and adopted amendments on September 6, 1995 to the Wallace
Computer Services, Inc. Employee Severance Pay Plan (the "Employee Plan"), the
Wallace Computer Services, Inc. Executive Severance Pay Plan (the "Executive Pay
Plan"), the Wallace Computer Services, Inc. Executive Incentive Plan (the
"Executive Incentive Plan") and the Wallace Computer Services, Inc. Deferred
Compensation/Capital Accumulation Plans for 1990, 1991, 1993, 1994 and 1995 (the
"Deferred Compensation Plans") (the Employee Plan, the Executive Pay Plan, the
Executive Incentive Plan and the Deferred Compensation Plans are referred to
collectively as the "Benefit Plans") to increase the number of incumbent
directors that must cease to be directors before a "Material Change" shall occur
under the Benefit Plans. The amendments provide that a "Material Change" shall
be deemed to have occurred when, among other things, individuals who, as of
September 6, 1995, constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at least a majority of
such Board; provided, however, that any individual who becomes a member of the
Board of Directors of the Company subsequent to such date whose election, or
nomination for election by the stockholders of the Company, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be deemed to be a member of the Incumbent Board; and provided further,
that no individual whose election or initial assumption of office as a director
of the Company occurs as a result of an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) with respect to the election or removal of directors, or any other
actual or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board of Directors of the Company, shall be deemed to be a
member of the Incumbent Board. The Board of Directors of the Company also
approved and adopted an amendment to the Employee Plan to provide that the
amount of the severance benefit payable upon certain terminations of employment
as provided in the Employee Plan after the occurrence of a Material Change to
certain participants, as designated by the Compensation Committee of the Board
of Directors of the Company from time to time, shall be not less than one year
of Annual Compensation (as defined in the Employee Plan). On September 6, 1995,
the Compensation Committee designated 37 participants for this purpose. The
Board of Directors of the Company also approved the reclassification of four
employees that were not executive officers of the Company from Level I
Participants to Level II Participants under the Executive Pay Plan.
On September 6, 1995, the Board of Directors of the Company approved and
adopted Amendment No. 36 to the Wallace Computer Services, Inc. Profit Sharing
and Retirement Plan (the "Profit Sharing Plan") and Amendment No. 6 to the
Wallace Computer Services, Inc. Profit Sharing and Retirement Trust Agreement
(the "Profit Sharing Trust") (collectively, the "Amendments") which provide,
among other things, that (i) each plan participant is allowed to give voting
instructions, in the manner proscribed by the trustee, with respect to the
number of Shares represented by such plan participant's proportionate interest
in the trust under the Profit Sharing Plan and (ii) each plan participant is
allowed to instruct the trustee regarding how to respond to a tender offer with
respect to the numbers of Shares represented by such plan participant's interest
in the trust under the Profit Sharing Plan. On September 6, 1995, the Board of
Directors of the Company also authorized certain officers of the Company to
appoint on behalf of the Company an independent institutional trustee to replace
the current individual trustees under the Profit Sharing Trust with respect to
the Shares held thereunder.
Also on September 6, 1995, the Board of Directors of the Company approved
and adopted Amendment No. 1 ("Amendment No. 1") to the Wallace Computer
Services, Inc. Long-Term Performance Plan (the "LTP Plan"), which Amendment No.
1 added a provision relating to the treatment of awards in the event of a
"Material Change." The definition of "Material Change" provided in Amendment No.
1 is substantially
4
<PAGE> 7
similar to the definition of Material Change contained in the Employee Plan, the
Executive Pay Plan and the Executive Incentive Plan. Amendment No. 1 provides,
among other things, that (i) a plan participant's accrued bonus balance under
the LTP Plan will not be reduced below the amount of the plan participant's
accrued bonus balance as calculated after inclusion of the plan participant's
award, if any, for the Plan Year (as defined in the LTP Plan) immediately
preceding the Plan Year during which the Material Change occurs and (ii) an
individual who is a plan participant immediately prior to the occurrence of a
Material Change (a "Protected Participant") will be entitled to receive payment
of such participant's accrued bonus balance if, at any time during the two-year
period beginning on the date that the Material Change occurs, the Protected
Participant's employment with the Company terminates, whether voluntarily or
involuntarily, for any reason other than for Cause (as defined in Amendment No.
1) or on account of the Protected Participant's death or permanent disability
(in which event the Protected Participant or his or her beneficiaries, as the
case may be, are entitled to the benefits otherwise provided by the LTP Plan).
According to Amendment No. 7 to the Schedule 14D-9, the Board of Directors
of the Company approved and adopted on September 27, 1995, Amendment No. 37
("Amendment No. 37") to the Wallace Computer Services, Inc. Profit Sharing and
Retirement Fund, which Amendment No. 37 modified the definition of "Material
Change" to be substantially similar to the definition of Material Change
contained in the Employee plan, the Executive Pay Plan, the Executive Incentive
Plan and the LTP Plan.
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 and is qualified in its entirety by
reference to such documents.
5. SOURCE AND AMOUNT OF FUNDS.
Moore and the Purchaser estimate 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 $1.4 billion. The Purchaser plans to obtain the necessary funds
through a combination of capital contributions or advances made by Moore and
various financing options. On August 10, 1995, Moore and the Purchaser entered
into definitive financing arrangements with The Bank of Nova Scotia, as agent
for the lenders for a $1.1 billion loan facility to finance the Offer and the
Proposed Merger.
6. CONTACTS AND TRANSACTIONS WITH THE COMPANY; BACKGROUND OF THE AMENDED OFFER
SINCE AUGUST 2, 1995
On August 2, 1995, Moore and the Purchaser commenced the Offer and filed a
Premerger Notification and Report Form with the Federal Trade Commission and the
Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act").
On August 3, 1995, Mr. Cronin canceled the luncheon meeting with Mr. Braun
that had been previously scheduled to be held on August 8, 1995.
On August 3, 1995, Moore obtained the commitment of The Bank of Nova Scotia
for a $1.1 billion financing facility to finance the Offer and the Proposed
Merger.
On August 10, 1995, Moore and the Purchaser waived the financing condition
to the Offer and Moore and the Purchaser entered into definitive financing
agreements with The Bank of Nova Scotia, as agent for the lenders for a $1.1
billion loan facility to finance the Offer and the Proposed Merger.
On August 15, 1995, the Company issued a press release, filed a complaint
against Moore and the Purchaser in the United States District Court for the
Southern District of New York (the "Wallace Action"), and filed the Schedule
14D-9 with the Commission, stating the recommendation by the Board of Directors
of the Company that stockholders reject the Offer and the belief by the Board of
Directors of the Company that the interests of the stockholders will be best
served by the Company's continued pursuit of its strategic plans, and the
Board's intention not to seek to sell the Company to Moore and the Purchaser or
any other buyer, but rather to continue the business of the Company as an
independent entity.
5
<PAGE> 8
As stated in the Schedule 14D-9, the Wallace Action asserted that (i) the
transactions contemplated by the Offer to Purchase may substantially lessen
competition in a relevant market and therefore violate Section 7 of the Clayton
Act, 15 U.S.C. Section 18; and (ii) Moore and the Purchaser have made false and
misleading statements of fact in connection with the Offer. The Wallace Action
sought declaratory relief and injunctive relief preliminarily and permanently
enjoining Moore and the Purchaser (i) from acquiring any voting securities of
the Company, and (ii) from soliciting, acquiring, or attempting to acquire in
any manner, any Shares until 60 days after they have fully complied with the
Exchange Act.
On August 17, 1995, the waiting period under the HSR Act expired without
further inquiry by the U.S. Department of Justice, satisfying the pre-clearance
requirements under the U.S. antitrust laws for Moore and the Purchaser's
purchase of the Shares pursuant to the Offer and the Proposed Merger.
On August 21, 1995, a representative from Lazard Freres, on behalf of Moore
and the Purchaser, contacted a representative from Goldman Sachs, the Company's
financial advisor in connection with the Offer, to suggest that Lazard Freres
and Goldman Sachs, the Company, Moore and the Purchaser or any combination
thereof schedule a meeting to discuss the Offer. On August 26, 1995, the Goldman
Sachs representative advised the Lazard Freres representative that the Board of
Directors of the Company had rejected Moore and Purchaser's suggestion to meet
in order to discuss the Offer.
On August 28, 1995, Moore and the Purchaser issued a press release
extending the Offer until Tuesday, September 19, 1995 and stating that they
remained committed to the proposed acquisition of the Company.
On August 28, 1995, the Purchaser, as a stockholder of the Company,
delivered a letter (the "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 Bylaws of the Company to
fix the number of directors of the Company at five; and (iii) repealing each
provision of the Amended and Restated Bylaws or amendment thereto adopted
without stockholder approval subsequent to February 15, 1995 and prior to the
1995 Annual Meeting.
On September 1, 1995, Moore and the Purchaser's financing arrangements with
The Bank of Nova Scotia were amended to add additional lenders and co-agents.
On September 6, 1995, the Board of Directors of the Company approved and
adopted amendments to certain of its employee benefit plans, including its
employee profit sharing plan and its long-term performance plan. The Board of
Directors of the Company also approved and adopted an amendment to its employee
severance pay plan to provide that the amount of severance payable to certain
participants shall not be less than one year's compensation upon the occurrence
of certain events following a change in control of the Company, irrespective of
their seniority with the Company. The Compensation Committee of the Board of
Directors of the Company designated 37 participants for this purpose.
On September 18, 1995, Moore and the Purchaser extended the Offer until
Wednesday, November 8, 1995. Moore and the Purchaser reserved the right, upon
notice given to the Company's stockholders in accordance with applicable law, to
change the expiration date of the Offer to an earlier date for any reason,
including in the event Moore and the Company entered into a definitive merger
agreement, or any extraordinary corporate transaction were proposed involving
Wallace.
On September 19, 1995, the United States District Court for the District of
Delaware issued an Opinion and an Order denying the Company's motion to dismiss
the litigation that Moore and the Purchaser had commenced on July 31, 1995
against the Company and the Board of Directors of the Company in the United
States District Court for the District of Delaware (the "Moore Action").
On September 25, 1995, the Company and its directors filed an Answer and
Counterclaim in the Delaware Court in connection with the Moore Action. The
Counterclaim brought against Moore, the Purchaser and Mr. Reto Braun contains
similar allegations and requests for relief to that contained in the
6
<PAGE> 9
Wallace Action as modified by the First Amended Complaint referred to in the
immediately following paragraph.
Also on September 25, 1995, the Company filed a First Amended Complaint to
the Wallace Action in the United States District Court for the Southern District
of New York. Among other things, the First Amended Complaint added Mr. Braun as
a defendant and asserted that Moore, the Purchaser and Mr. Braun allegedly made
false and misleading statements of fact in connection with their preliminary
proxy statement.
On September 27, 1995, the New York Court issued a Memorandum Opinion and
Order granting Moore's motion to dismiss the Wallace Action.
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 business before the 1995
Annual Meeting. 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.
On October 12, 1995, Moore and the Purchaser amended the Offer to increase
the cash price for all outstanding Shares to $60 net per Share. Moore and the
Purchaser intend to continue to seek to negotiate with the Company with respect
to its acquisition proposal.
7. MISCELLANEOUS
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 additional
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 of the Offer to Purchase (except that they
will not be available at the regional offices of the Commission).
EXCEPT AS AMENDED AND SUPPLEMENTED HEREBY AND BY THE REVISED LETTER OF
TRANSMITTAL, ALL PROVISIONS OF THE OFFER TO PURCHASE REMAIN UNAFFECTED AND THIS
SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE AND THE
REVISED LETTER OF TRANSMITTAL.
FRDK, INC.
October 12, 1995
7
<PAGE> 10
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.
P.O. Box 7072
Paramus, New Jersey 07652
</TABLE>
Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the revised Letter of Transmittal and the
revised 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
30 Rockefeller Plaza
New York, New York 10020
(212) 632-6717 (Call Collect)
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WALLACE COMPUTER SERVICES, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 2, 1995
AND THE SUPPLEMENT THERETO
DATED OCTOBER 12, 1995
BY
FRDK, INC.
A WHOLLY OWNED SUBSIDIARY OF
MOORE CORPORATION LIMITED
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 7:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 3, 1995,
UNLESS THE OFFER IS EXTENDED.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE, EXCEPT THAT THE PURCHASER HAS WAIVED THE
FINANCING CONDITION.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW THE PURCHASER DOES
NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR
PRIOR TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE
BEEN VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE
EXPIRATION DATE IS NOT SO FURTHER EXTENDED, THE PURCHASER
CURRENTLY INTENDS TO TERMINATE THE OFFER AND ALL OTHER
EFFORTS TO ACQUIRE THE COMPANY.
<PAGE> 2
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 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 REVISED 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 REVISED LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS REVISED LETTER OF TRANSMITTAL IS COMPLETED.
This revised Letter of Transmittal or the original BLUE Letter of
Transmittal previously circulated 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, dated August 2, 1995 (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". While the original BLUE Letter
of Transmittal previously circulated with the Offer to Purchase refers only to
such Offer to Purchase, stockholders who use such Letter of Transmittal to
tender their Shares will nevertheless receive $60 per Share for each Share
validly tendered and not properly withdrawn and accepted for payment pursuant to
the Offer (as defined in the Supplement, dated October 12, 1995 to the Offer to
Purchase (the "Supplement")), subject to the conditions of the Offer.
Stockholders who have previously validly tendered and not properly withdrawn
their Shares pursuant to the Offer are not required to take any further action
to receive, subject to the conditions of the Offer, the increased Offer price of
$60 per Share if Shares are accepted for payment and paid for pursuant to the
Offer, except as may be required by the guaranteed delivery procedure, if such
procedure was utilized. 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
Supplement. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
2
<PAGE> 3
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
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)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL NUMBER OF
CERTIFICATE SHARES REPRESENTED NUMBER OF SHARES
NUMBER(S)(1) BY 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.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF RIGHTS TENDERED
- ------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) RIGHTS TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TOTAL NUMBER OF
CERTIFICATE RIGHTS REPRESENTED NUMBER OF SHARES
NUMBER(S)(2)(3) BY CERTIFICATE(S)(3) TENDERED(4)
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Total Shares
------------------------------------------------------------------------------------------------------------------
</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.
- --------------------------------------------------------------------------------
3
<PAGE> 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:
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 ("Moore"), 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
4
<PAGE> 5
Purchaser's Offer to Purchase dated August 2, 1995 (the "Offer to Purchase"), as
amended and supplemented by the Supplement thereto, dated October 12, 1995 (the
"Supplement"), and in the related 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 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 Supplement. 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
5
<PAGE> 6
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. 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.
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 as amended and supplemented by the Supplement 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 revised 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 revised Letter of Transmittal or the original BLUE 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 Supplement.
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 Supplement. 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 of the PINK
Notice of Guaranteed Delivery provided by the Purchaser and
9
<PAGE> 10
circulated with the Supplement, 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-Entry Confirmation with respect to all
such Shares and/or Rights), together with a properly completed and duly executed
revised Letter of Transmittal or the original BLUE 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 Expiration Date or (b) in the case of Rights, a period ending on the
later of (1) three trading days after the Expiration Date 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 Supplement. 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 this revised Letter of Transmittal or the
terms of the original BLUE Letter of Transmittal and that the Purchaser may
enforce such agreement against the participant.
The signatures on this revised Letter of Transmittal or on the original
BLUE 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, THIS REVISED LETTER OF
TRANSMITTAL OR THE ORIGINAL BLUE 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 revised Letter of Transmittal or the original BLUE 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
revised 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 revised 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 revised Letter of
Transmittal.
10
<PAGE> 11
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 revised 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 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 revised 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 revised 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 revised 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 REVISED
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 revised
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 revised Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this revised 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 revised 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.
11
<PAGE> 12
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 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 Supplement,
the revised Letter of Transmittal, the revised 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 REVISED LETTER OF TRANSMITTAL OR THE ORIGINAL BLUE 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>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
PAYER'S NAME: FRDK, INC.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT --------------------------
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number(s)
OR
Employer Identification
Number(s)
----------------------------------------------------------------------------------
PART 2 -- Certification -- Under penalties of PART 3 --
perjury, I certify that: Awaiting TIN
/ /
(1) the number shown on this form is my correct --------------------------
Taxpayer Identification Number (or I am waiting PART 4 --
for a number to be issued to me) and Exempt TIN
/ /
(2) I am not subject to backup withholding because
(a) I am exempt from backup withholding or (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends or (c) the IRS as
notified me that I am no longer subject to backup
withholding.
- --------------------------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you
INTERNAL REVENUE SERVICE have been notified by the IRS that you are subject to backup withholding because
PAYER'S REQUEST FOR of under-reporting interest or dividends on your tax returns. However, if after
TAXPAYER IDENTIFICATION being notified by the IRS that you were subject to backup withholding you
NUMBER (TIN) received another notification from the IRS stating that you are no longer subject
to 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.
SIGNATURE _______________________________________ DATE __________________, 1995
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 (Call Collect)
or
CALL TOLL FREE (800) 322-2885
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, New York 10020
(212) 632-6717 (Call Collect)
14
<PAGE> 1
LAZARD FRERES & CO. LLC
30 ROCKEFELLER PLAZA
NEW YORK, N.Y. 10020
FRDK, INC.
A WHOLLY OWNED SUBSIDIARY OF
MOORE CORPORATION LIMITED
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WALLACE COMPUTER SERVICES, INC.
TO
$60 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 7:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 3, 1995,
UNLESS THE OFFER IS EXTENDED.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE, EXCEPT THAT THE PURCHASER HAS WAIVED
THE FINANCING CONDITION.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, THE PURCHASER DOES
NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR
PRIOR TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE
BEEN VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE
EXPIRATION DATE IS NOT SO FURTHER EXTENDED, THE PURCHASER CURRENTLY
INTENDS TO TERMINATE THE OFFER AND ALL OTHER EFFORTS TO ACQUIRE
THE COMPANY.
OCTOBER 12, 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 $60 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"), as amended and supplemented by the
Supplement thereto, dated October 12, 1995 (the "Supplement") and in the related
revised Letter of
<PAGE> 2
Transmittal (which, together with any amendments or supplements, 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 and Section 2 of the
Supplement. 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. The Supplement, dated October 12, 1995;
2. The revised BLUE Letter of Transmittal to be used by stockholders
of the Company in accepting the Offer;
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. The revised PINK Notice of Guaranteed Delivery;
5. Letter to Wallace Shareholders dated October 12, 1995;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to Citibank, N.A., the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 7:00 P.M. NEW YORK CITY TIME, ON FRIDAY,
NOVEMBER 3, 1995, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER TO PURCHASE,
EXCEPT THAT THE PURCHASER HAS WAIVED THE FINANCING CONDITION.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, THE PURCHASER
DOES NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR
PRIOR TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE BEEN
VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE EXPIRATION DATE IS NOT
SO FURTHER EXTENDED, THE PURCHASER CURRENTLY INTENDS TO TERMINATE THE OFFER AND
ALL OTHER EFFORTS TO ACQUIRE THE COMPANY.
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.
2
<PAGE> 3
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 Supplement.
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, THE SUPPLEMENT OR
THE LETTER OF TRANSMITTAL.
3
<PAGE> 1
FRDK, INC.
A WHOLLY OWNED SUBSIDIARY OF
MOORE CORPORATION LIMITED
HAS INCREASED THE PRICE
OF ITS OFFER TO PURCHASES FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WALLACE COMPUTER SERVICES, INC.
TO
$60 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 7:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, NOVEMBER 3, 1995,
UNLESS THE OFFER IS EXTENDED.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE, EXCEPT THAT THE PURCHASER HAS WAIVED
THE FINANCING CONDITION.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, THE PURCHASER DOES
NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR
PRIOR TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE
BEEN VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE
EXPIRATION DATE IS NOT SO FURTHER EXTENDED THE PURCHASER CURRENTLY
INTENDS TO TERMINATE THE OFFER AND ALL OTHER EFFORTS TO ACQUIRE
THE COMPANY.
To Our Clients:
Enclosed for your consideration are the Supplement, dated October 12, 1995
(the "Supplement"), to the Offer to Purchase dated August 2, 1995 (the "Offer to
Purchase"), and the related revised 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. Tendering
stockholders may continue to use the original BLUE Letter of Transmittal
previously circulated with the Offer to Purchase, or the revised BLUE Letter of
Transmittal previously circulated with the Offer to Purchase, or the revised
BLUE Letter of Transmittal circulated with the Supplement. While the Letter of
Transmittal previously circulated with the Offer to Purchase refers only to the
Offer to Purchase, stockholders using such document to tender their Shares will
nevertheless be deemed to be tendering pursuant to the amended Offer and will
receive the increased price per Share described in the Supplement if the Shares
are accepted for payment and paid for by the Purchaser pursuant to the Offer.
Stockholders desiring to tender Shares and Rights pursuant to the procedures for
guaranteed delivery set forth in Section 2 of the Supplement should use the
revised PINK Notice of Guaranteed Delivery circulated with this Supplement in
lieu of the original GRAY Notice of Guaranteed Delivery previously circulated
with 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 in accordance
<PAGE> 2
with the procedures set forth in Section 2 of the Offer to Purchase and Section
2 of the Supplement. 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.
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 revised 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 has been increased to $60 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.
3. The Offer and withdrawal Rights expire at 7:00 p.m., New York City time,
on Friday, November 3, 1995, unless the Offer is extended.
THE OFFER IS SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER TO PURCHASE,
EXCEPT THAT THE PURCHASER HAS WAIVED THE FINANCING CONDITION.
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, THE PURCHASER
DOES NOT CURRENTLY INTEND TO FURTHER EXTEND THE EXPIRATION DATE UNLESS ON OR
PRIOR TO THE EXPIRATION DATE A SIGNIFICANT NUMBER OF SHARES SHALL HAVE BEEN
VALIDLY TENDERED AND NOT WITHDRAWN. IN THE EVENT THAT THE EXPIRATION DATE IS NOT
SO FURTHER EXTENDED, THE PURCHASER CURRENTLY INTENDS TO TERMINATE THE OFFER AND
ALL OTHER EFFORTS TO ACQUIRE THE COMPANY.
4. 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 revised 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 revised Letter of Transmittal or the original BLUE 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
revised Letter of Transmittal or the original BLUE 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)
OF
WALLACE COMPUTER SERVICES, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated August 2, 1995 (the "Offer to Purchase"), as amended and
supplemented by the Supplement thereto dated October 12, 1995 (the "Supplement")
and the related revised 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, Supplement 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.
3
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WALLACE COMPUTER SERVICES, INC.
As set forth in Section 2 of the Supplement (as defined below), this
revised Notice of Guaranteed Delivery 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 revised 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 (as defined
in the Offer to Purchase). See Section 2 of the Offer to Purchase and Section 2
of the Supplement.
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 REVISED NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS REVISED NOTICE OF GUARANTEED DELIVERY 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 ("Moore"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 2,
1995 (the "Offer to Purchase"), as amended and supplemented by the Supplement
thereto, dated October 12, 1995 (the "Supplement") and in the related revised
Letter of Transmittal (which, together with any amendments or supplements
collectively constitute the "Offer"), receipt of each 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 Supplement.
Number of Shares
- ---------------------------------
Number of Rights
- ---------------------------------
Certificate Nos. (if available):
- ------------------------------------------------------
- ------------------------------------------------------
(Check one box if Shares or Rights will
be tendered by book-entry transfer)
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number
- ------------------------------------------------------
Name(s) of Record Holder(s):
- ------------------------------------------------------
PLEASE PRINT
Address(es):
- ------------------------------------------------------
- ------------------------------------------------------
ZIP CODE
Area Code and
Tel. No.:
- ------------------------------------------------------
Signature(s)
- ------------------------------------------------------
- ------------------------------------------------------
Dated:
- ------------------------------------------------------
2
<PAGE> 3
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
Expiration Date (as defined in the Offer to Purchase) and (b) in the case of
Rights, within a period ending on the later of (i) three trading days after the
Expiration Date 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
Tel. No.: Dated:
- -------------------------------------------- --------------------------------------------
</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.
3
<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
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
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
MOORE CORPORATION INCREASES OFFER, RESETS TENDER EXPIRATION
-- Moore Says It Will Terminate Offer
If Significant Percentage of Shares Not Tendered --
TORONTO (October 12, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
announced today that it has amended its tender offer to purchase all of the
outstanding common stock of Wallace Computer Services (NYSE: WCS) to $60 cash
per share, and to now expire at 7:00 p.m., New York City time on November 3,
1995. The offer had been for $56 cash per share and was set to expire on
November 8, 1995.
Moore also said that if a significant percentage of shares has not been tendered
by the new November 3 expiration date, it intends to terminate its offer and
all other efforts to acquire Wallace.
(The full text of a letter sent today to Wallace
shareholders is attached.)
###
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.
<PAGE> 2
[MOORE CORPORATION LIMITED LETTERHEAD]
October 12, 1995
DEAR WALLACE SHAREHOLDER:
Today Moore Corporation announced an increase in our all cash tender offer
for Wallace from $56 to $60 per share.
You should be aware, however, that unless Wallace shareholders act
decisively prior to November 3, 1995, to tender a significant percentage of
Wallace's total outstanding stock, we intend to terminate our tender offer.
Therefore, it is critical for you to review our increased offer and then send a
clear message to the Wallace Board by tendering your shares.
Over the past months, the Wallace Board has consistently refused to meet
with us, despite our repeated requests to meet and discuss any and all terms of
our offer, including price. They have also refused to remove any of their array
of defenses, including the "poison pill", which effectively deny you, the
Wallace shareholders, the right to freely accept or reject our offer.
Consistent with this pattern of intransigence, the Wallace Board has now
postponed the annual shareholders meeting one full month to December 8,
1995 -- the last possible date they could legally set. Prolonging this process
will only result in increased costs to all parties -- an unnecessary waste of
time, money and resources -- ultimately at the expense of Wallace and its
shareholders.
We believe that we will receive strong support from Wallace's shareholders
for our new offer and can ultimately succeed in a proxy contest at the Wallace
Annual Meeting, but we wish to avoid the unnecessary waste of resources a
prolonged proxy contest would entail. It can be avoided only with the agreement
of the Wallace Board. For this purpose, and in recognition of Wallace's improved
results, we are prepared to sit down immediately with the Wallace Board and
negotiate an all cash transaction at our $60 per share price. We need the
support of the Wallace shareholders to bring the Wallace Board to the table.
Therefore, Moore urges all Wallace shareholders to tender their shares
pursuant to Moore's amended offer prior to November 3, 1995. If a significant
percentage of the Wallace shares are tendered, it will send a powerful message
to the Wallace Board of Directors that the Wallace shareholders want the Board
to negotiate with Moore without further delay.
<PAGE> 3
You need to tender your shares at this time, even though Wallace's "poison
pill" currently prevents Moore from accepting your shares. We disagree with the
claim of Wallace's Board that the number of shares tendered to date reflects a
lack of shareholder support for Moore's offer. It is up to you to clarify this
issue, and send a clear message to the Wallace Board by tendering promptly.
A copy of the amended offer is being mailed to all shareholders. The offer
will expire on November 3, 1995, unless extended. Shares tendered can be
withdrawn pursuant to the terms of the amended offer at any time prior to their
acceptance for payment.
We urge you to respond positively to our increased offer. A high tender
response will be a message the Wallace Board cannot ignore. A low response will
cause Moore to terminate its pursuit of Wallace and redirect the resources of
Moore's shareholders to other opportunities available to us to implement our
corporate strategy and the transformation of our industry.
Thank you for your consideration and support.
Sincerely,
RETO BRAUN
Chairman & CEO
If you have questions or need assistance in tendering your shares please
contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
<PAGE> 4
CERTAIN INFORMATION CONCERNING
PARTICIPANTS IN PROXY SOLICITATION
Moore Corporation Limited ("Moore") and FRDK, Inc., a wholly owned
subsidiary of Moore ("FRDK"), have filed a preliminary proxy statement for the
1995 Annual Meeting of Stockholders (the "Annual Meeting") of Wallace Computer
Services, Inc. ("Wallace") in support of the election of the three nominees
named below as directors of Wallace (the "Moore Nominees") and in favor of three
stockholder resolutions that FRDK plans to introduce at the Annual Meeting. The
following information concerning the identities of the "participants" (as
defined in Instruction 3 of Item 4 of Schedule 14A promulgated by the Securities
and Exchange Commission (the "Commission")) in the proxy solicitation by Moore
and FRDK and the interests of such participants is furnished pursuant to Rule
14a-11(b)(2) promulgated by the Commission.
The Moore Nominees are Curtis A. Hessler, Albert W. Isenman III and Robert
P. Rittereiser. In addition to Moore, FRDK and the Moore Nominees, the following
directors and executive officers of Moore and FRDK may be deemed participants in
the solicitation of proxies: Reto Braun (Chairman of the Board, President and
Chief Executive Officer of Moore), Stephen A. Holinski (Senior Vice President
and Chief Financial Officer of Moore; Director, Vice President and Treasurer of
FRDK), Joseph M. Duane (Vice President and General Counsel of Moore; Director,
Chairman and President of FRDK), Shoba Khetrapal (Vice President and Treasurer
of Moore), Hilda Mackow (Vice President Communications of Moore), Janice
McKenzie (Senior Analyst, Corporate Secretarial of Moore), Joan M. Wilson (Vice
President and Secretary of Moore; Director, Vice President and Secretary of
FRDK). No Moore Nominee or any director or executive officer of Moore or FRDK
currently owns any Shares. Moore owns 200 shares of common stock, par value
$1.00 per share (the "Shares"), of Wallace. In addition, FRDK owns 150 Shares.
In addition to the persons listed above, the following individuals may by
deemed participants in the solicitation of proxies: Lazard Freres & Co. LLC
("Lazard Freres"), Gerald Rosenfeld (Managing Director of Lazard Freres), Mark
McMaster (Vice President of Lazard Freres), RBC Dominion Securities ("Dominion")
and John Budreski (Vice President, Equity Division of Dominion). None of the
foregoing entities or individuals currently own any Shares.
