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. 19)
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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, 16, 17 and 18 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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(29) Letter to Shareholders, dated November 24, 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 27, 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)(29) Letter to Shareholders, dated November 24, 1995.
MOORE CORPORATION LIMITED
P.O. Box 78
1 First Canadian Place
Toronto, Ontario
Canada, M5X 1G5
November 24, 1995
DEAR WALLACE SHAREHOLDER:
With only a short time remaining until Wallace's Annual Meeting, we wanted
to once again thank you for your support, particularly those who tendered 73.5%
of Wallace's outstanding shares. Now, it is important to remember that whether
you tendered or not, you must once again show your support by voting the GOLD
proxy card promptly.
Clearly, the Wallace Board continues to ignore the powerful message from
its own shareholders that you want them to meet with us immediately to conclude
a transaction that serves the best interests of Wallace and its shareholders.
Instead of responding to your wishes, they remain firmly entrenched and bent on
preserving their independence no matter what the cost to you.
We believe Wallace's directors are simply ignoring the reality that the
vast majority of their shareholders have said that a transaction with Moore will
provide greater value than an independent Wallace.
Ask yourself, why does the Wallace Board refuse to sit down with us? Why
do they refuse to share the basis of their earnings and projections?
In our opinion, only Wallace's Board will benefit from remaining
independent. Do not let them hide behind their anti-takeover defenses. We need
your support to get the 80% vote necessary to remove the Board and rescind the
poison pill so that we will be able to purchase your shares.
We urge you to vote "FOR" Moore's nominees and "FOR" our three proposals
today by sending in your GOLD card. Do not return any WHITE card you may receive
from Wallace.
Do not underestimate the importance of your vote, no matter how many or
how few shares you may own. We need the vote of all those who tendered plus just
a few percent more if we are to succeed in overcoming Wallace's supermajority
provision.
If you have any questions about voting your shares, please call MacKenzie
Partners, Inc. toll-free at (800) 322-2885.
Thank you for your continued support.
Sincerely,
/s/ Reto Braun
RETO BRAUN
Chairman & CEO
