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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 15
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. 15 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on August 14, 1995 (as amended, the "Schedule
14D-9") by Wallace Computer Services, Inc., a Delaware corporation (the
"Company"), relating to the tender offer by Moore Corporation Limited, an
Ontario corporation ("Moore"), and FRDK, Inc., a New York corporation (the
"Bidder") and a wholly owned subsidiary of 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 $60.00, 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, the
Supplement dated October 12, 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 December 13, 1995, the Company issued a press release. A copy of
such press release is filed as Exhibit 44 and is incorporated by reference
herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 44 Text of Press Release dated December 13, 1995
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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
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Name: Michael J. Halloran
Title: Vice President, Chief Financial
Officer and Assistant Secretary
Dated: December 14, 1995
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EXHIBIT INDEX
Exhibit 44 Text of Press Release dated December 13, 1995
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[LOGO]
FOR IMMEDIATE RELEASE
CONTACT: Brad Samson, Wallace, 708/449-8600
Jeff Zilka or Roy Wiley, Hill & Knowlton, 312/255-1200
WALLACE REPORTS PRELIMINARY VOTING RESULTS; MOORE
DEFEATED IN BID TO GAIN CONTROL OF BOARD OF DIRECTORS
Hillside, Ill., December 13 -- Wallace Computer Services, Inc. (NYSE: WCS) today
said that Moore Corporation's two proposals to gain control of the Wallace board
of directors have failed.
Preliminary results show that as a percentage of total shares outstanding,
the related proposals received only 59.9 percent at Wallace's annual meeting,
falling far short of the 80 percent required for approval.
The annual meeting was held on December 8. The preliminary results were
reported today by Corporation Trust Company, the inspectors of election.
Ted Dimitriou, Wallace board chairman, said "The fact that Moore's
proposals to unseat the board were supported by only 59.9 percent of the total
outstanding shares is a clear indication that a substantial number of our
shareholders share the view of the Board of Directors and its financial advisor,
Goldman, Sachs & Company, that Moore's $60 per share hostile tender offer is
inadequate."
"With the proxy contest behind us, we can now refocus on serving our
customers and reaping the benefits of our substantial investment in product and
market development," Dimitriou said. "We are continuing to grow our business at
a rapid pace and November's results exceeded our expectations."
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Add One/Preliminary
The preliminary results indicate that Moore's three nominees received
approximately 56.4 percent of the total shares outstanding and will be elected
to the board. Preliminary results also showed that Moore's proposal to
eliminate a notice provision from the Wallace bylaws passed, receiving
approximately 59.6 percent of the total shares.
The annual meeting of shareholders will reconvene January 5 at which time
the official proxy voting results and final report of the inspectors of election
will be submitted. At that time, new directors will be duly elected and
qualified.
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.
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