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. 23)
________________
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, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22
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. 23. Capitalized terms not defined herein shall
have the meanings assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On December 12, 1995, Moore and the Purchaser
issued a press release, a copy of which is attached hereto as
Exhibit (a)(33) and is incorporated herein by reference. Moore
and the Purchaser have extended the Offer until 6:00 p.m.
Eastern Standard Time on Wednesday, December 20, 1995. As of
6:00 p.m. on Monday, December 11, 1995, a total of 14,289,272
Shares, representing 62.9% of the outstanding Shares,
had been tendered and not withdrawn.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(33) Press Release, dated December 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: December 12, 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)(33) Press Release, dated December 12, 1995.
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
MOORE CORPORATION EXTENDS TENDER OFFER FOR SHARES OF WALLACE
COMPUTER SERVICES UNTIL 6:00 P.M. ON DECEMBER 20,1995
TORONTO (December 12, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
announced today that it has extended its tender offer for all outstanding shares
of common stock, including the associated preferred stock purchase rights, of
Wallace Computer Services (NYSE: WCS) until 6:00 p.m. EST on Wednesday, December
20, 1995. At that time, Moore anticipates that the formal results of the proxy
contest should confirm that its three nominees were elected to Wallace's Board
of Directors. As of 6:00 p.m. on Monday, December 11, 1995, 14,289,272 shares,
representing 62.9% of the total outstanding shares of Wallace had been tendered
into Moore's offer.
Moore stated that it remains committed to acquiring Wallace.
###
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.
