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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 /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule
240.14a-12
Wallace Computer Services, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $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.
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[LOGO]
WALLACE
COMPUTER SERVICES, INC.
NEWS RELEASE
For Immediate Release
Contact: Brad Samson, Wallace
708/449-8600
Roy Wiley, Hill & Knowlton
708/255-1200
WALLACE COMPUTER SERVICES CHARGES MOORE AND RETO BRAUN WITH
VIOLATING SEC REGULATIONS CONCERNING FALSE
AND MISLEADING STATEMENTS
Hillside, Ill.. -- September 25 -- Wallace Computer Services, Inc.(NYSE:
WCS )in a federal court filing today charged Moore Corporation Limited and its
chairman and CEO with violating SEC proxy solicitation rules by making false and
misleading statements about the future value of Wallace's common stock.
In an amended complaint, Wallace said that statements made by Reto Braun,
Moore chairman and CEO, that Wallace stock would plummet toward the low $40s if
Moore withdrew its hostile tender offer "have no basis in fact and are false,
misleading and coercive of Wallace stockholders."
Braun made his charge in a letter to Wallace shareholders. The complaint
noted that Braun failed to disclose that Wallace announced record financial
results for fiscal 1995 after Moore made its offer. Analysts have raised their
earnings projections for Wallace for fiscal 1996 by an average 18 percent in
the past nine months.
The complaint emphasized that the statements by Braun are "inherently
speculative and misleading" and violate SEC Rule 14a-9 which prohibits false and
misleading statements such as specific predictions of future market value of a
company's stock.
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Add One Amend
As previously reported, Wallace's Board of Directors determined that
Moore's unsolicited hostile tender offer of $56 per share is inadequate and not
in the best interests of shareholders, and that in light of the company's future
prospects, interests of the stockholders will be best served by the company
remaining an independent entity. The Board has recommend that stockholders not
tender their shares.
Wallace is one of the nation's largest manufacturers and distributors of
information management products, services and solutions. Founded in Chicago in
1908, Wallace is headquartered in Hillside, Illinois with manufacturing,
distribution and sales facilities throughout the United States.
--30--
The participants in this solicitation include Wallace Computer Services, Inc.
(the "Company") and the following directors of the Company: Theodore Dimitriou,
Robert J. Cronin, Richard F. Doyle, Fred F. Canning, R. Darrell Ewers, William
N. Lane III, William E. Olsen and Neele E. Stearns, Jr. Employee participants
may include Bruce D'Angelo, Michael O. Duffield, Michael R. Finger, Michael J.
Halloran, Donald J. Hoffmann, Michael T. Leatherman, Michael M. Mulcahy, Michael
T. Quane, Wayne E. Richter, Bradley P. Samson and Teresa A. Sorrentino. All of
the above persons are deemed to own beneficially less than 2% of the outstanding
shares of Common Stock of the Company in the aggregate. For a description of
interests of certain of the foregoing individuals in the solicitation, please
see the Company's Solicitation/Recommendation Statement on Schedule 14D-9, which
was publicly filed with the Securities and Exchange Commission and previously
mailed to all of the Company's stockholders, the amendments thereto, and the
Company's Proxy Statement dated October 7, 1994 for the Company's 1994 Annual
Meeting of Stockholders.
