SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
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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)
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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 and 16 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. 17. Capitalized terms not defined herein shall have the meanings assigned
thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On November 6, 1995, Moore and the Purchaser issued
a press release, a copy of which is attached hereto as
Exhibit (a)(26) and is incorporated herein by reference.
Moore and the Purchaser have extended the Offer until 12:00
Midnight, New York City time, on Monday, December 11, 1995.
As of Friday, November 3, 1995, a total of 16,698,706 Shares,
representing 73.54% of the outstanding Shares of the Company,
had been tendered and not withdrawn.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(26) Press Release, dated November 6, 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: November 6, 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)(26) Press Release, dated November 6, 1995.
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.
