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. 14)
----------------
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
<PAGE>
FRDK, Inc. and Moore Corporation Limited hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the
"Statement"), originally filed on August 2, 1995, as amended by Amendments No.
1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 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.
14. Capitalized terms not defined herein shall have the meanings assigned
thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(24) Form of Summary Advertisement, dated October 12,
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: October 13, 1995
FRDK, Inc.
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: President
MOORE CORPORATION LIMITED
By: /s/ Joseph M. Duane
Name: Joseph M. Duane
Title: Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
(a)(24) Form of Summary Advertisement, dated October 12,
1995.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares or Rights. The Offer is made solely by the Offer to Purchase
dated August 2, 1995, the Supplement thereto dated October 12, 1995 and the
related Letters of Transmittal, and is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares or Rights in any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In any jurisdiction the
securities, blue sky or other laws of which require the Offer to be made by a
licensed broker or dealer, the Offer is being made on behalf of the Purchaser by
Lazard Freres & Co. LLC or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
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
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"), has amended its 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 (the "Rights Agreement"),
between the Company and Harris Trust and Savings Bank, as Rights Agent, to
increase the consideration offered 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, 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 Letters of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Unless the context otherwise requires, all
references herein to Shares shall include the Rights.
Unless the Rights are redeemed or the Purchaser is satisfied, in its sole
discretion, that the Rights have been invalidated or are otherwise inapplicable
to the Offer and the Proposed Merger (as defined in the Offer to Purchase),
stockholders are 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.
The purpose of the Offer is to enable Moore to acquire control of, and the
entire equity interest in, the Company. The Offer, as the first step in the
acquisition of the Company, is intended to facilitate the acquisition of all the
Shares.
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 (AS DEFINED IN THE
OFFER TO PURCHASE).
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.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to the Purchaser and
not withdrawn as, if and when the Purchaser gives oral or written notice to
Citibank, N.A. (the "Depositary") of the Purchaser's acceptance for payment of
such Shares. Upon the terms and subject to the conditions of the Offer, payment
for Shares accepted for payment pursuant to the Offer will be made by deposit of
the purchase price therefor with the Depositary, which will act as agent for the
tendering stockholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering stockholders. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) 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),
(ii) 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 (as defined in Section 2 of the Offer to
Purchase), and (iii) any other documents required by the Letter of Transmittal.
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.
Except as otherwise provided below, tenders of Shares and Rights are
irrevocable. Shares and Rights tendered pursuant to the Offer may be withdrawn
at any time prior to the 7:00 p.m. New York City time, on Friday, November 3,
1995. Shares or Rights may not be withdrawn unless the associated Rights or
Shares, as the case may be, are also withdrawn. A withdrawal of Shares or Rights
will also constitute a withdrawal of the associated Rights or Shares, as the
case may be.
For a withdrawal to be effective, a written, telegraphic, or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses as set forth on the back cover of the Offer to Purchase and
the Supplement and must specify the name of the person having tendered Shares
and Rights to be withdrawn, the number of Shares and Rights to be withdrawn and
the name of the registered holder of Shares and Rights to be withdrawn, if
different from the name of the person who tendered the Shares and Rights. If
certificates for Shares or Rights have been delivered or otherwise identified to
the Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and, unless such Shares or Rights have been tendered by an Eligible Institution
(as defined in Section 2 of the Offer to Purchase), the signatures on the notice
of withdrawal must be guaranteed by an Eligible Institution. If Shares or Rights
have been delivered pursuant to the procedures for book-entry transfer as set
forth in Section 2 of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at the appropriate Book-Entry
Transfer Facility (as defined in the Offer to Purchase) to be credited with the
withdrawn Shares or Rights and otherwise comply with such Book-Entry Transfer
Facility's procedures. Withdrawals of tenders of Shares and Rights may not be
rescinded, and any Shares and Rights properly withdrawn will thereafter be
deemed not validly tendered for any purposes of the Offer. However, withdrawn
Shares and Rights may be retendered by again following one of the procedures
described in Section 2 of the Offer to Purchase and Section 2 of the Supplement
at any time prior to the Expiration Date. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Purchaser, in its sole discretion, which determination will be final and
binding.
The Purchaser expressly reserves the right, in its sole discretion, at any time
or from time to time, to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Depositary.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule 14d-6
under the Securities Exchange Act of 1934, as amended, is contained in the Offer
to Purchase and in the Supplement is incorporated herein by reference.
The Supplement, the related Letter of Transmittal and other relevant materials
will be mailed to record holders of Shares, and will be furnished to brokers,
dealers, banks, trust companies and similar persons whose names, or the names of
whose nominees, appear on the stockholder lists, or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.
THE SUPPLEMENT, THE OFFER TO PURCHASE AND THE RELATED LETTERS OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance or for copies of the Supplement, the Offer
to Purchase, the Letters of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager, as set forth below, and
copies will be furnished promptly at the Purchaser's expense. No fees or
commissions will be payable to brokers, dealers or other persons (other than the
Dealer Manager and the Information Agent) for soliciting tenders of Shares and
Rights pursuant to 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)
October 12, 1995
