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. 25)
(Final Amendment)
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>
This Amendment No. 25 is the final amendment to the Tender
Offer Statement on Schedule 14D-1 originally filed on August 2, 1995 by FRDK,
Inc. and Moore Corporation Limited as amended by Amendments No. 1, 2, 3, 4, 5,
6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 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 (the
"Rights") issued pursuant to the Rights Agreement dated as of March 14, 1990,
between the Company and Harris Trust and Savings Bank, as Rights Agent, at a
price of $60 per Share (and associated Right), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated August 2, 1995 as amended and supplemented by
the Supplement thereto, dated October 12, 1995, and the related Letters of
Transmittal. Capitalized terms not defined herein shall have the meanings
assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On December 20, 1995, Moore and the Purchaser
issued a press release, a copy of which is attached hereto as
Exhibit (a)(35) and is incorporated herein by reference. The
Offer expired at 6:00 p.m. Eastern Standard Time on Wednesday,
December 20, 1995 without the purchase of any Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(35) Press Release, dated December 20, 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: December 21, 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)(35) Press Release, dated December 20, 1995.
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
MOORE REAFFIRMS COMMITMENT TO ACQUIRE WALLACE;
TENDER OFFER EXPIRES TONIGHT
TORONTO (December 20, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
reaffirmed today its commitment to acquire Wallace Computer Services (NYSE:
WCS). Reto Braun, Chairman & CEO, said, "We continue to believe that a
combination of these two great companies would serve the best interests of
Wallace and Moore shareholders, employees and customers. We fully intend to
achieve that goal. From the outset, we said that if necessary we would take the
issue directly to the shareholders through the proxy process. We have done that.
The Wallace shareholders have now elected a new Board of Directors. The current
tender offer expires today according to its terms, and we now hope to work
directly with the new Wallace Board to achieve a mutually satisfactory
agreement."
"The Wallace shareholders have clearly indicated their overwhelming support for
this combination. By a greater than two to one vote, the Wallace shareholders
removed the incumbent management slate, including CEO Robert Cronin, from the
Board and in effect "just said no" to the former Board's policy of ignoring
shareholders' wishes. Two-thirds (2/3) of the Wallace shareholders represented
at the meeting voted to remove the entire Board -- a message no one can
misinterpret. Clearly, Wallace shareholders demand a combination with Moore, not
just "business as usual" from their directors. The new directors will no doubt
bring an objective perspective to the Wallace Board. We expect the new Wallace
Board to act responsibly to effectuate the wishes of their shareholders."
"Moore Corporation's own Board of Directors and management are committed to
serving the best interests of Moore's shareholders, employees and customers. We
will continue to focus on the implementation of our strategy which was approved
by the Moore Board of Directors last year. Good progress has been made and,
while Wallace would be an excellent fit for Moore, our future success is not
dependent on the acquisition of Wallace. We will continue to lead our industry
and serve our shareholders, who remain our first priority."
Moore's tender offer officially expires at 6:00 p.m. today EST, December 20,
1995.
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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.
