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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
AMENDMENT NO. 4
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
_______________________
WALLACE COMPUTER SERVICES, INC.
(NAME OF SUBJECT COMPANY)
WALLACE COMPUTER SERVICES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
_______________________
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
932270 10 1
(CUSIP NUMBER OF CLASS SECURITIES)
_______________________
MICHAEL J. HALLORAN
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY
WALLACE COMPUTER SERVICES, INC.
4600 W. ROOSEVELT ROAD
HILLSIDE, ILLINOIS 60162
(312) 626-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
FREDERICK C. LOWINGER CRAIG T. BOYD
STEVEN SUTHERLAND BUTLER, RUBIN,
SIDLEY & AUSTIN SALTARELLI & BOYD
ONE FIRST NATIONAL PLAZA THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60602
(312) 853-7000 (312) 444-9660
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This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on August 15, 1995 (as amended, the "Schedule
14D-9") by Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), relating to the tender offer by FRDK, Inc., a New York corporation
(the "Bidder") and a wholly owned subsidiary of Moore Corporation Limited, an
Ontario corporation ("Moore"), to purchase all outstanding shares of the
Company's common stock, par value $1.00 per share, including associated
preferred stock purchase rights, at a price per share of $56.00 net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase of the Bidder and Moore dated August 2, 1995 and in the
related Letter of Transmittal. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of Schedule 14D-9 is hereby amended and supplemented as
follows:
On September 11, 1995, the Company mailed a letter to stockholders
of the Company and issued a press release. A copy of such letter to
stockholders and press release are filed as Exhibits 21 and 22 hereto,
respectively, and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 21 Letter to Stockholders of the Company dated September 11, 1995
Exhibit 22 Text of Press Release dated September 11, 1995 issued by the
Company
-1-
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SIGNATURE
After reasonable 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.
By: /s/ Michael J. Halloran
-------------------------------------
Name: Michael J. Halloran
Title: Vice President, Chief Financial
Officer and Assistant Secretary
Dated: September 11, 1995
-2-
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EXHIBIT INDEX
Exhibit 21 Letter to Stockholders of the Company dated September 11,
1995
Exhibit 22 Text of Press Release dated September 11, 1995 issued by the
Company
-3-
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[LOGO]
September 11, 1995
Dear Wallace Shareholder:
Your Board of Directors has thoroughly reviewed the $56 per share offer from
Moore Corporation Limited and has unanimously determined it is inadequate and
not in the best interests of Wallace and its shareholders. THE BOARD STRONGLY
RECOMMENDS THAT YOU NOT TENDER YOUR SHARES.
WALLACE'S GROWTH STRATEGY IS WORKING
In 1993, your management embarked on a business strategy based on customer
service, technological leadership and product innovation. The strategy is
WORKING.
1. Sales in the last fiscal year ROSE 21 PERCENT, while net income INCREASED
17 PERCENT. Reflecting the momentum from our strategic direction, the
fourth quarter was even stronger with both net income and sales up 33
PERCENT.
2. Each of our businesses is growing faster than industry averages. Business
forms, for example, grew 16 percent versus a projected decline of more
than three percent for the industry overall. Office products grew 31
percent compared to two percent growth for the industry.
3. Our proprietary Wallace Information Network-TM- (W.I.N.-TM-) and Select
Services-TM- programs are WINNING LARGE-VOLUME CUSTOMERS AND GAINING
MARKET SHARE . . . in many cases taking customers away from Moore. Most
of these customers sign multi-year contracts and in the last fiscal
year we added 61 new W.I.N. and Select Services customers, giving us
a total of 157 such customers at year-end.
4. The company has been experiencing strong earnings per share growth. Per
share earnings for the year totaled $2.46, up 14 percent from the $2.16
per share a year earlier. For the fourth quarter, per share earnings rose
32 percent to 70 cents from 53 cents. The increases were achieved despite
a cumulative LIFO charge of 39 cents per share from sharply rising paper
prices during the year. A year ago, LIFO charges amounted to only 2 cents
per share.
Our prospects are bright: The company began the new fiscal year with record
backlogs, our W.I.N. and other innovative programs are gaining new customers and
we continue to increase market share.
<PAGE>
WALLACE IS MAKING MONEY FOR SHAREHOLDERS
From the beginning of the fiscal year until July 28, the last day of trading
before Moore announced its hostile tender offer, Wallace's stock generated a
total return of 43 percent, reflecting the financial community's appreciation of
its investment merits.
Analysts are raising their estimates to keep pace with the growth they see
in Wallace's earnings. Having beaten the consensus estimate for the quarter just
ended by 6 percent, analysts have increased their estimates for Wallace for the
current year to $3.07, 18 percent higher than their estimates on January 1,
1995.
THE WALLACE BOARD IS COMMITTED TO DELIVERING SHAREHOLDER VALUE
The facts of Wallace's industry-leading performance are unassailable and, in
the unanimous view of the Wallace Board of Directors, Moore's tender offer does
not reflect the true value inherent in Wallace.
Your management is committed to generating real shareholder value by
achieving superior revenue growth that exceeds the industry average, enhancing
operating profitability and growing earnings per share at double digit rates.
Again, the Board of Directors is urging all Wallace shareholders NOT to
tender their shares. The Board believes that this hostile tender offer is not
the best way to maximize shareholder value.
Sincerely,
/s/ Ted Dimitriou /s/ Bob Cronin
---------------------------------- -----------------------------------------
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
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SHAREHOLDERS WHO HAVE TENDERED:
IF YOU HAVE TENDERED SHARES TO MOORE, YOU HAVE EVERY
RIGHT TO WITHDRAW YOUR TENDER
IF YOU HAVE TENDERED YOUR SHARES THROUGH A BANK OR
BROKER YOU MAY INSTRUCT YOUR BANK OR BROKER TO
WITHDRAW YOUR SHARES
IF YOU NEED ASSISTANCE, PLEASE CALL
MORROW & CO., INC.
TOLL FREE: 1-800-662-5200
<PAGE>
[LOGO]
WALLACE
COMPUTER SERVICES, INC.
For Immediate Release
Contact: Brad Samson, Wallace
708/499-8600
Roy Wiley or Jeff Zilka, Hill & Knowlton
312/255-1200
WALLACE URGES SHAREHOLDERS NOT TO TENDER STOCK
Hillside, Ill., Sept. 11 -- Wallace Computer Services, Inc. (NYSE:WCS)
today released the following text of a letter being sent to shareholders by
Bob Cronin, president and chief executive officer, and Ted Dimitriou,
chairman of the board:
September 11, 1995
Dear Wallace Shareholder:
Your Board of Directors has thoroughly reviewed the $56 per share offer from
Moore Corporation Limited and has unanimously determined it is inadequate and
not in the best interests of Wallace and its shareholders. THE BOARD STRONGLY
RECOMMENDS THAT YOU NOT TENDER YOUR SHARES.
WALLACE'S GROWTH STRATEGY IS WORKING
In 1993, your management embarked on a business strategy based on customer
service, technological leadership and product innovation. The strategy is
WORKING.
1. Sales in the last fiscal year ROSE 21 PERCENT, while net income INCREASED
17 PERCENT. Reflecting the momentum from our strategic direction, the
fourth quarter was even stronger with both net income and sales up 33
PERCENT.
2. Each of our businesses is growing faster than industry averages. Business
forms, for example, grew 16 percent versus a projected decline of more
than three percent for the industry overall. Office products grew 31
percent compared to two percent growth for the industry.
3. Our proprietary Wallace Information Network-TM- (W.I.N.-TM-) and Select
Services-TM- programs are WINNING LARGE-VOLUME CUSTOMERS AND GAINING
MARKET SHARE . . . in many cases taking customers away from Moore. Most
of these customers sign multi-year contracts and in the last fiscal year
we added 61 new W.I.N. and Select Services customers, giving us a total
of 157 such customers at year-end.
4. The company has been experiencing strong earnings per share growth. Per
share earnings for the year totaled $2.46, up 14 percent from the $2.16
per share a year earlier. For the fourth quarter, per share earnings rose
32 percent to 70 cents from 53 cents. The increases were achieved despite
a cumulative LIFO charge of 39 cents per share from sharply rising paper
prices during the year. A year ago, LIFO charges amounted to only 2 cents
per share.
Our prospects are bright: The company began the new fiscal year with record
backlogs, our W.I.N. and other innovative programs are gaining new customers and
we continue to increase market share.
<PAGE>
WALLACE IS MAKING MONEY FOR SHAREHOLDERS
From the beginning of the fiscal year until July 28, the last day of trading
before Moore announced its hostile tender offer, Wallace's stock generated a
total return of 43 percent, reflecting the financial community's appreciation of
its investment merits.
Analysts are raising their estimates to keep pace with the growth they see
in Wallace's earnings. Having beaten the consensus estimate for the quarter just
ended by 6 percent, analysts have increased their estimates for Wallace for the
current year to $3.07, 18 percent higher than their estimates on January 1,
1995.
THE WALLACE BOARD IS COMMITTED TO DELIVERING SHAREHOLDER VALUE
The facts of Wallace's industry-leading performance are unassailable and, in
the unanimous view of the Wallace Board of Directors, Moore's tender offer does
not reflect the true value inherent in Wallace.
Your management is committed to generating real shareholder value by
achieving superior revenue growth that exceeds the industry average, enhancing
operating profitability and growing earnings per share at double digit rates.
Again, the Board of Directors is urging all Wallace shareholders NOT to
tender their shares. The Board believes that this hostile tender offer is not
the best way to maximize shareholder value.
Sincerely,
Ted Dimitriou Bob Cronin
CHAIRMAN OF THE BOARD PRESIDENT AND CEO
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.
