<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
AMENDMENT NO. 2
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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Amendment No. 2 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 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
By unanimous written consent dated August 28, 1995, the Board of
Directors of the Company resolved to delay the "Distribution Date" under the
Rights Agreement until the earlier to occur of (i) the close of business on the
Flip-In Trigger Date (as defined in the Rights Agreement) or (ii) such other
time as the Board of Directors, or any duly authorized committee thereof, by
subsequent resolution duly approved, prior to the Distribution Date (after
taking into account the resolution), by a majority of the Board of Directors or
such committee thereof, shall designate.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
On August 28, 1995, the Company issued a press release. A copy of
such press release is filed hereto as Exhibit 16 and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 16 Text of Press Release dated August 28, 1995 issued by the
Company
-1-
<PAGE>
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: August 29, 1995
-2-
<PAGE>
EXHIBIT INDEX
Exhibit 16 Text of Press Release dated August 28, 1995 issued by the
Company
-3-
<PAGE>
[LOGO]
WALLACE
COMPUTER SERVICES, INC.
NEWS RELEASE
For Immediate Release
Contact: Brad Samson, Wallace
708/449-8600
Jeff Zilka, Hill & Knowlton
312/255-1200
Wallace Comments On Extension Of Tender Offer By Moore, Cites "Old News," Notes
Less Than 1 Percent Of Shares Tendered
Hillside, Ill., August 28, 1995 -- Wallace Computer Services, Inc. (NYSE:WCS)
today released the following statement from Bob Cronin, Wallace president and
CEO, on Moore Corporation Limited's extension of its hostile tender offer for
Wallace shares.
"There are no surprises in Moore's announcement. It's a rehash of
their old position and by extending the offer, Moore has demonstrated that they
just don't get the message.
"Our Board has concluded that based on the company's strong prospects,
shareholders are best served by Wallace remaining an independent company. Based
on the fact that less than one percent of shares were tendered, the vast
majority of our holders agree with the Board's position. Given the rejection of
Moore's offer by our Board and shareholders, there is no reason to meet with
Moore to discuss their offer. Moreover, Moore's offer raises serious and
continuing antitrust and securities law questions, which remain before the
court.
"The strength of our strategy was demonstrated most recently by the
outstanding financial and operating results we announced on August 15 that
included a 21 percent increase in sales and a 17 percent increase in net income.
"We are beginning fiscal 1996 with record backlogs and confidence in
our prospects. Our unique competitive advantages should result in another year
of above-industry performance in all our product categories and for the
corporation as a whole. Awareness is growing among both customers and
shareholders that
<PAGE>
Wallace has become the true industry leader in what really counts: not size, but
superior customer service and added value. We've reached that position by
listening and responding to customers and shareholders.
"The Wallace Board is committed to act in the best interest of all
stockholders, a fiduciary obligation that we believe is best served by
continuing with the business strategy that has worked so well to date and
promises so much for the future."
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.
#####
