SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /_/
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/x/ Soliciting Material Pursuant to
Section 240.14a-11(c)
or Section 240.14a-12
/_/ Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
Wallace Computer Services, Inc.
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(Name of Registrant as Specified In Its Charter)
Moore Corporation Limited
FRDK, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/x/ Fee paid previously with preliminary materials.
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/_/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
-- MOORE CORPORATION RECEIVES 73.54% OF WALLACE SHARES IN TENDER OFFER --
TORONTO (November 6, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
stated today that as of 7:00 p.m., on Friday, November 3, 1995, 16,698,706
shares, representing 73.54% of the total outstanding shares of Wallace Computer
Services (NYSE: WCS), had been tendered into Moore's offer.
Reto Braun, Chairman and CEO, stated: "On October 12, we stated that unless the
Wallace shareholders acted decisively and tendered a significant percentage of
the Wallace stock by November 3, we would terminate our offer.
"The Wallace shareholders have spoken. As of November 3, over 73.5% of the
Wallace shares have been tendered into Moore's offer. Clearly, the overwhelming
majority of the Wallace shareholders have deemed our $60 offer "adequate" and
wish to accept it immediately. It is time for the Wallace Board to sit down with
Moore in a responsible manner and conclude an agreement to effectuate the wishes
of the Wallace shareholders.
"Continued refusal to meet and conclude this transaction will only result in
further waste of Wallace assets on needless litigation and proxy battles.
Instead, we should turn our energies to charting the future of our combined
companies -- for the benefit of our customers, employees and shareholders.
"The Wallace shareholders believe that this transaction will be in their best
interest. It is time for the Wallace Board to accept that mandate and move from
obstruction to construction. We are ready to meet with them at any time."
Mr. Braun stated that if the Wallace Board remains unresponsive, Moore will
proceed with its efforts to acquire Wallace.
Moore also announced that it has extended the tender offer to 12:00 midnight on
December 11, 1995.
###
Moore Corporation Limited (TSE, ME, NYSE: MCL) is a global leader in delivering
information handling products and services that create efficiency and enhance
competitiveness for customers. Founded in Toronto in 1882, Moore has
approximately 20,000 employees and over 100 manufacturing facilities serving
customers in 59 countries. Sales in 1994 were US$2.4 billion.
CERTAIN INFORMATION CONCERNING
PARTICIPANTS IN PROXY SOLICITATION
Moore Corporation Limited ("Moore") and FRDK, Inc., a wholly owned subsidiary of
Moore ("FRDK"), are soliciting proxies 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 referred to above 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), Janis 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 be 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.
