|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: VISHAY INTERTECHNOLOGY INC, 424B4, 1995-09-15 |
Next: WATERS INSTRUMENTS INC, 10KSB, 1995-09-15 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
----------------
Wallace Computer Services, Inc.
(Name of Subject Company)
FRDK, INC.
MOORE CORPORATION LIMITED
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS
(Title of Class of Securities)
932270101
(CUSIP Number of Class of Securities)
JOSEPH M. DUANE, ESQ.
FRDK, INC.
1 FIRST CANADIAN PLACE
TORONTO, ONTARIO, CANADA M5X 1GF
(416) 364-2600
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
-------------------
COPY TO:
DENNIS J. FRIEDMAN, ESQ.
DAVID M. WILF, ESQ.
DAVID M. SCHWARTZBAUM, ESQ.
CHADBOURNE & PARKE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112
(212) 408-5100
<PAGE>
FRDK, Inc. and Moore Corporation Limited hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the
"Statement"), originally filed on August 2, 1995, as amended by Amendment Nos.
1, 2, 3, 4, 5 and 6 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. 7. Capitalized terms not
defined herein shall have the meanings assigned thereto in the Statement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Credit Agreement among Moore, the Purchaser, various
commercial banks party to the Credit Agreement (collectively, the "Lenders") and
Scotiabank, as agent for the Lenders, was amended by a First Amendment to Credit
Agreement, dated as of September 1, 1995 (the "First Amendment"). Pursuant to
the First Amendment, certain additional parties became co-agents and lenders
under the Credit Agreement as follows: (i) Citibank, N.A., Credit Suisse and
Royal Bank of Canada became co-agents under the Credit Agreement; and (ii)
Citibank, N.A., Credit Suisse, Royal Bank of Canada, Deutsche Bank AG, The
Industrial Bank of Japan, Limited, Nationsbank of Georgia, N.A., Wachovia Bank
of Georgia, N.A., Bank of Montreal, Banque Paribas, Commerzbank AG, Isittuto
Bancario San Paolo Di Torino, SPA, LTCB Trust Company and Mellon Bank, N.A.
became lenders under the Credit Agreement. A copy of the First Amendment is
attached hereto as Exhibit (g)(8) and the foregoing description is qualified in
its entirety by reference to such exhibit.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(8) First Amendment to Credit Agreement, dated as of
September 1, 1995.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: September 14, 1995
FRDK, Inc.
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
MOORE CORPORATION LIMITED
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: Vice President and
General Counsel
<PAGE>
1
EXHIBIT INDEX
(g)(8) First Amendment to Credit Agreement, dated as of
September 1, 1995.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of
September 1, 1995 (the "Amendment"), among FRDK, INC., a New York corporation
(the "Borrower"), MOORE CORPORATION LIMITED, an Ontario corporation (the
"Guarantor"), the various commercial banks as are parties hereto (collectively,
the "Lenders"), and THE BANK OF NOVA SCOTIA, as agent (the "Agent") for the
lenders.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantor, certain of the Lenders
and the Agent have heretofore entered into a certain Credit Agreement, dated as
of August 10, 1995 (the "Credit Agreement");
WHEREAS, Citibank, N.A., Credit Suisse and Royal Bank of
Canada (collectively, the "Co-Agents") desire to become party to the Credit
Agreement as "Co-Agents" thereunder;
WHEREAS, Citibank, N.A., Credit Suisse, Royal Bank of Canada,
Deutsche Bank AG, The Industrial Bank of Japan, Limited, Nationsbank of Georgia,
N.A., Wachovia Bank of Georgia, N.A., Bank of Montreal, Banque Paribas,
Commerzbank AG, Isittuto Bancario San Paolo Di Torino, SPA, LTCB Trust Company
and Mellon Bank, N.A. (collectively, the "New Lenders") desire to become party
to the Credit Agreement as "Lenders" thereunder; and
WHEREAS, the Borrower, the Guarantor, the Lenders and the
Agent now desire to amend the Credit Agreement to allow the New Lenders to
become party thereto, as hereinafter provided;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Use of Defined Terms. Unless otherwise defined or
the context otherwise requires, terms for which meanings are provided in the
Credit Agreement shall have such meanings when used in this Amendment.
ARTICLE II
AMENDMENTS
Subject to this Amendment becoming effective as provided in
Section 3.3, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:
SECTION 2.1. New Lenders. Each of the New Lenders shall be
deemed to be a "Lender" under and for all purposes of the Credit Agreement and
each reference therein to "Lender" or "Lenders" shall be deemed to include the
New Lenders.
SECTION 2.2. Amendments to Article I. Article I of the Credit
Agreement is hereby amended as follows:
(a) by inserting the following new definitions in the
appropriate alphabetical order:
"'Amendment No. 1' means the First Amendment to
Credit Agreement, dated as of September 1, 1995, among the
Borrower, the Guarantor, the Lenders, and the Agent."
"'Co-Agents' means Citibank, N.A., Credit Suisse and
Royal Bank of Canada. The Co-Agents, in such capacity, have no
rights, duties or obligations under the Loan Documents."
(b) by amending the definition of "Percentage" in its
entirety to read as follows:
"'Percentage' means, relative to any Lender, the
percentage set forth opposite its signature to Amendment No. 1
or set forth in the Lender Assignment Agreement, as such
percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its
Assignee Lender(s) and delivered pursuant to Section 10.11."
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.1. Ratification of and References to the Credit
Agreement. This Amendment shall be deemed to be an amendment to the Credit
Agreement, and the Credit Agreement, as amended hereby, is hereby ratified,
approved and confirmed in each and every respect. All references to the Credit
Agreement in any other document, instrument, agreement or writing shall
hereafter be deemed to refer to the Credit Agreement as amended hereby.
SECTION 3.2. Headings. The various headings of this Amendment
are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.
SECTION 3.3. Execution in Counterparts, Effectiveness, etc.
This Amendment may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. This Amendment shall become
effective when counterparts hereof executed on behalf each Obligor and each
Lender (or notice thereof satisfactory to the Agent) shall have been received by
the Agent and notice thereof shall have been given by the Agent to each Obligor
and each Lender.
SECTION 3.4. Governing Law; Entire Agreement. THIS AMENDMENT
AND EACH OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL EACH BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK. This Amendment and the other Loan Documents constitute the
entire understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect
thereto.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
FRDK, INC.
By:/s/ Stephen A. Holinski
Title: Vice President & Treasurer
By:/s/ Joan Wilson
Title: Vice President & Secretary
Address: 1 First Canadian Place Toronto,
Ontario, Canada M5X 1G5
Facsimile No.: 416-364-3364
Attention: Joan M. Wilson
with copies to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112-0127
Facsimile No.: 212-541-5369
Attention: Dennis J. Friedman
Moore Corporation Limited
1 First Canadian Place
Toronto, Ontario, Canada
M5X 1G5
Facsimile No.: 416-364-1667
Attention: Shoba Khetrapal
<PAGE>
MOORE CORPORATION LIMITED
By:/s/ Shoba Khetrapal
Title: Vice President & Treasurer
By:/s/ Charles Evans
Title: Vice President, Taxation
Address: 1 First Canadian Place
Toronto, Ontario, Canada
M5X 1G5
Facsimile No.: 416-364-1667
Attention: Shoba Khetrapal
with copies to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112-0127
Facsimile No.: 212-541-5369
Attention: Dennis J. Friedman
<PAGE>
THE BANK OF NOVA SCOTIA,
as Agent
By:/s/ A.S. Norsworthy
Title: Assistant Agent
Address: 600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30308
Facsimile No.: 404-888-8998
Attention: Amanda Norsworthy
with copies to:
The Bank of Nova Scotia
16/F 44 King Street West
Toronto, Ontario M5H 1H1
Facsimile No.: 416-866-2009
Attention: Vice President,
Corporate Banking
Toronto
The Bank of Nova Scotia, Chicago
Representative Office
Suite 3700
181 West Madison Street
Chicago, Illinois 60602
Facsimile No.: 312-201-4108
Attention: Vice-President
<PAGE>
CITIBANK, N.A., as Co-Agent
By:/s/ Marjorie Futornick
Title: Vice President
Address: One Court Square
7th Floor/Zone 4
Long Island City, NY 11120
Facsimile No.: (718) 248-7458
Attention: Carolyn Bodmer
CREDIT SUISSE, acting through
its New York Branch, as Co-Agent
By:/s/ Matthew Bauer
Title: Member of Senior Management
By:/s/ Jennifer Segrove
Title: Associate
Address: 12 East 49th Street
New York, New York 10017
Facsimile No.: (212) 238-5425
Attention: Jennifer Segrove
<PAGE>
ROYAL BANK OF CANADA, as Co-Agent
By:/s/ Preston D. Jones
Title: Senior Manager
Address: One Financial Square
New York, New York 10005
Facsimile No.: (212) 428-2372
Attention: Manager Loans Admin.
with copy to:
One North Franklin Street
Suite 700
Chicago, Illinois 60606
Facsimile No: 312-551-0805
Attention: Preston Jones
<PAGE>
PERCENTAGE LENDERS
11.8181818% THE BANK OF NOVA SCOTIA
By:/s/ A.S. Norsworthy
Title: Assistant Agent
Domestic
Office: 600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30308
Facsimile No.: 404-888-8998
Attention: Amanda Norsworthy
with copies to:
The Bank of Nova Scotia
16/F 44 King Street West
Toronto, Ontario M5H 1H1
Facsimile No.: 416-866-2009
Attention: Vice President,
Corporate Banking
Toronto
The Bank of Nova Scotia, Chicago
Representative Office
Suite 3700
181 West Madison Street
Chicago, Illinois 60602
Facsimile No.: 312-201-4108
Attention: Vice-President
LIBOR
Office: 600 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30308
Facsimile No.: 404-888-8998
Attention: Amanda Norsworthy
<PAGE>
with copies to:
The Bank of Nova Scotia
16/F 44 King Street West
Toronto, Ontario M5H 1H1
Facsimile No.: 416-866-2009
Attention: Vice President,
Corporate Banking
Toronto
The Bank of Nova Scotia, Chicago
Representative Office
Suite 3700
181 West Madison Street
Chicago, Illinois 60602
Facsimile No.: 312-201-4108
Attention: Vice-President
<PAGE>
10.0000000% CITIBANK, N.A.
By:/s/ Marjorie Futornick
Title: Vice President
Domestic
Office: One Court Square
7th Floor/Zone 4
Long Island City, NY 11120
Facsimile No.: 718-248-7485
Attention: Carolyn Bodmer
LIBOR
Office: One Court Square
7th floor/Zone 4
Long Island City, NY 11120
Facsimile No.: 404-248-7485
Attention: Carolyn Bodmer
<PAGE>
CREDIT SUISSE, acting through
10.0000000% its New York Branch
By:/s/ Matthew Bauer
Title: Member of Senior Management
By:/s/ Jennifer Segrove
Title: Associate
Domestic
Office: 12 East 49th Street
New York, New York 10017
Facsimile No.: (212) 238-5425
Attention: Jennifer Segrove
LIBOR
Office: 12 East 49th Street
New York, New York 10017
Facsimile No.: (212) 238-5425
Attention: Jennifer Segrove
<PAGE>
10.0000000% ROYAL BANK OF CANADA
By:/s/ Preston D. Jones
Title:
Domestic
Office: One Financial Square
New York, New York 10005
Facsimile No.: (212) 428-2372
Attention: Manager Loans Admin.
with copy to:
One North Franklin Street
Suite 700
Chicago, Illinois, 60606
Facsimile No.: 312-551-0805
Attention: Preston Jones
LIBOR
Office: One Financial Square
New York, New York 10005
Facsimile No.: (212) 428-2372
Attention: Manager Loans Admin.
with copy to:
One North Franklin Street
Suite 700
Chicago, Illinois, 60606
Facsimile No.: 312-551-0805
Attention: Preston Jones
<PAGE>
DEUTSCHE BANK AS NEW YORK AND/OR
7.7272727% CAYMAN ISLANDS BRANCHES
By:/s/ Christopher S. Hall
Title: Vice President
By:/s/ Ross A. Howard
Title: Vice President
Domestic
Office: 31 West 52nd Street
New York, New York 10019
Facsimile No.: (212) 469-8212
Attention: Robert M. Wood
LIBOR
Office: 31 West 52nd Street
New York, New York 10019
Facsimile No.: (212) 469-8212
Attention: Robert M. Wood
<PAGE>
THE INDUSTRIAL BANK OF JAPAN,
7.7272727% LIMITED, CHICAGO BRANCH
By:/s/ Hiroaki Nakamura
Title: Joint General Manager
Domestic
Office: 227 West Monroe Street
Suite 2600
Chicago, Illinois 60606
Facsimile No.: (312) 855-8200
Attention: Dennis Doheny
with a copy to:
The Industrial Bank
of Japan (Canada)
Box 29, Suite 1102
100 Younge Street
Toronto, Ontario, Canada
M5C 2W1
Attention: Campbell McLeigh
Facsimile No.: 416-367-3452
LIBOR
Office: 227 West Monroe Street
Suite 2600
Chicago, Illinois 60606
Facsimile No.: (312) 855-8200
Attention: Dennis Doheny
with copy to:
The Industrial Bank
of Japan (Canada)
Box 29, Suite 1102
100 Younge Street
Toronto, Ontario, Canada
M5C 2W1
Attention: Campbell McLeigh
Facsimile No.: 416-367-3452
<PAGE>
7.7272727% NATIONSBANK OR GEORGIA, N.A.
By:/s/ Kelly C. Cannon
Title: Vice President
Domestic
Office: 101 N. Tryon Street
Charlotte, North Carolina 28255
Facsimile No.: (704) 386-8694
Attention: Edward Harmon
LIBOR
Office: 101 N. Tryon Street
Charlotte, North Carolina 28255
Facsimile No.: (704) 386-8694
Attention: Edward Harmon
Other
Notices: 600 Peachtree Street, N.E.
22nd Floor
Atlanta, GA 30308
Facsimile No.: (404) 607-6423
Attention: Kelly C. Cannon
<PAGE>
7.7272727% WACHOVIA BANK OF GEORGIA, N.A.
By:/s/ Doug L. Williams
Title: Senior Vice President & Group
Executive
Domestic
Office: 191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Facsimile No.: (404) 332-6898
Attention: Shawne R. Bailey
LIBOR
Office: 191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Facsimile No.: (404) 332-6898
Attention: Shawne R. Bailey
<PAGE>
4.5454545% BANK OF MONTREAL
By:/s/ S.S. Rajpal
Title: Managing Director
By:
Title:
Domestic
Office: 115 South La Salle Street
Chicago, Illinois 60603
Facsimile No.: (312) 750-4312
Attention: Farid Ali
LIBOR
Office: 115 South La Salle Street
Chicago, Illinois 60603
Facsimile No.: (312) 750-4312
Attention: Farid Ali
<PAGE>
4.5454545% BANQUE PARIBAS
By:/s/ Ann C. Pifer
Title: Vice President
By:/s/ Matthew J. Cooleen
Title: Vice President
Domestic
Office: 787 Seventh Avenue
New York, New York 10019
Facsimile No.: (212) 841-2217
Attention: Dick O'Leary
LIBOR
Office: 787 Seventh Avenue
New York, New York 10019
Facsimile No.: (212) 841-2217
Attention: Dick O'Leary
<PAGE>
4.5454545% COMMERZBANK AG NEW YORK BRANCH
By:/s/ James F. Ahern
Title: Vice President
By:/s/ Sean M. Harrigan
Title: Senior Vice President
Domestic
Office: 2 World Financial Center
New York, New York 10281-1050
Facsimile No.: (212) 266-7235
Attention: Chris Scaffidi
LIBOR
Office: 2 World Financial Center
New York, New York 10281-1050
Facsimile No.: (212) 266-7235
Attention: Chris Scaffidi
<PAGE>
INSTITUTO BANCARIO SAN PAOLO
4.5454545% DI TORINO, SPA
By:/s/ William J. DeAngelo
Title: First Vice President
By:/s/ James Girolamo
Title: Vice President
Domestic
Office: 245 Park Avenue
New York, New York 10167
Facsimile No.: (212) 599-5303
Attention: Jerry Suarez
LIBOR
Office: 245 Park Avenue
New York, New York 10167
Facsimile No.: (212) 599-5303
Attention: Jerry Suarez
<PAGE>
4.5454545% LTCB TRUST COMPANY
By:/s/ Rene LeBlanc
Title: Senior Vice President
Domestic
Office: 165 Broadway
New York, New York 10006
Facsimile No.: (212) 608-3081
Attention: Winston Brown
LIBOR
Office: 165 Broadway
New York, New York 10006
Facsimile No.: (212) 608-3081
Attention: Winston Brown
<PAGE>
4.5454545% MELLON BANK, N.A.
By:/s/ William R. Browne
Title: Vice President
Domestic
Office: 3 Mellon Bank Centre
Pittsburgh, PA 15259
Facsimile No.: (412) 234-5049
Attention: Samford Richards
LIBOR
Office: 3 Mellon Bank Centre
Pittsburgh, PA 15259
Facsimile No.: (412) 234-5049
Attention: Samford Richards
|
|