<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)
----------------
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)
-------------------
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> 2
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 and 17 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER.
(a)-(g) On November 13, 1995, Moore and the Purchaser
filed with the Securities and Exchange Commission definitive
proxy materials (the "Definitive Proxy Materials") relating to
Moore and the Purchaser's intent to solicit proxies to elect
the Nominees and to approve the Stockholder Proposals at the
next Annual Meeting of Stockholders of the Company. The
Definitive Proxy Materials are attached as an exhibit hereto
and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(27) Definitive Proxy Materials filed by Moore and the
Purchaser with the Securities and Exchange Commission
on November 13, 1995.
(a)(28) Press Release, dated November 13, 1995.
1
<PAGE> 3
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 13, 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
2
<PAGE> 4
EXHIBIT INDEX
(a)(27) Definitive Proxy Materials filed by Moore and the
Purchaser with the Securities and Exchange Commission
on November 13, 1995.
(a)(28) Press Release, dated November 13, 1995.
<PAGE> 1
[MOORE CORPORATION LETTERHEAD]
DEAR WALLACE SHAREHOLDER:
We are pleased to enclose for your consideration Moore Corporation
Limited's proxy materials and GOLD proxy card relating to the annual meeting of
Wallace Computer Services, Inc. scheduled for December 8, 1995.
Despite the fact that 73.5% of Wallace's shares were tendered into Moore's
$60 per share offer, Wallace's Board continues to call our all cash,
fully-financed offer "inadequate". Furthermore, the Wallace Board still refuses
to meet with us and keeps in place their "poison pill" that prevents us from
purchasing the tendered shares.
Moore is asking you once again for your support, this time to replace the
three Wallace Board nominees up for reelection with the candidates nominated by
Moore. Even if you have already tendered your shares, you must still vote the
GOLD proxy card to support Moore's $60 offer.
Moore has also introduced three proposals: one seeking to remove all
current members of the Wallace Board; a second seeking to reduce the size of the
Wallace Board to five seats; and, a third seeking to rescind certain bylaw
amendments adopted by Wallace's Board without shareholder approval.
We need your support to obtain the 80% "FOR" vote needed to enact our first
two shareholder proposals. Your vote is very important, no matter how many
shares you own. We urge you to voice your opinion by voting "FOR" Moore's
nominees and "FOR" our three proposals. Otherwise, the Wallace Board can
continue to hide behind its "poison pill" and ignore the message sent by the
overwhelming majority of its shareholders.
REMEMBER -- EVEN IF YOU HAVE ALREADY TENDERED YOUR SHARES, YOU MUST VOTE
YOUR SHARES IN SUPPORT OF OUR NOMINEES AND PROPOSALS IN ORDER FOR MOORE TO
PROCEED WITH ITS OFFER.
Please take a moment to vote your GOLD proxy card today. If you have
questions about voting your shares, please call MacKenzie Partners, Inc.
toll-free at (800) 322-2885.
It is time to turn our energies to charting the future of our combined
companies -- for the benefit of customers, employees and shareholders.
Thank you for your continued support of our effort to combine Wallace and
Moore.
Sincerely,
/s/ RETO BRAUN
RETO BRAUN
November 10, 1995 Chairman & CEO
<PAGE> 2
1995 ANNUAL MEETING OF STOCKHOLDERS
OF
WALLACE COMPUTER SERVICES, INC.
------------------------------------
PROXY STATEMENT
OF
MOORE CORPORATION LIMITED
AND
FRDK, INC.
------------------------------------
This Proxy Statement and the accompanying GOLD Annual Meeting proxy card
are furnished in connection with the solicitation of proxies by Moore
Corporation Limited ("Moore") and its wholly owned subsidiary FRDK, Inc.
("FRDK") to be used at the 1995 Annual Meeting of Stockholders of Wallace
Computer Services, Inc., a Delaware corporation ("Wallace"), to be held at 10:00
a.m. (local time) on Friday, December 8, 1995, at the Grand Ballroom of the Oak
Brook Marriott, 1401 West 22nd Street, Oak Brook, Illinois, and at any
adjournments or postponements thereof (the "Annual Meeting").
On August 2, 1995, FRDK commenced a tender offer for all outstanding shares
of Wallace common stock, par value $1.00 per share (the "Shares"), including the
associated preferred stock purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of March 14, 1990 (the "Rights Agreement") between
Wallace and Harris Trust and Savings Bank, as rights agent, at a price of $56 in
cash per Share (the "Initial Offer"). On October 12, 1995, FRDK increased the
price of the Initial Offer to $60 in cash per Share (as amended, the "Offer").
On November 6, 1995, Moore and FRDK extended the Offer until 12:00
Midnight, New York City time, on Monday, December 11, 1995.
MOORE, FOLLOWING THE CONSUMMATION OF THE OFFER, INTENDS TO ACQUIRE BY
SECOND-STEP MERGER ALL OF WALLACE'S OUTSTANDING SHARES NOT TENDERED AND
PURCHASED PURSUANT TO THE OFFER FOR $60 PER SHARE IN CASH. SEE "BACKGROUND OF
PROPOSED ACQUISITION AND SOLICITATION."
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting is November 3, 1995 (the "Record Date"). AS OF THE
RECORD DATE, A TOTAL OF 16,698,706 SHARES, REPRESENTING APPROXIMATELY 73.5% OF
THE SHARES OUTSTANDING, HAD BEEN VALIDLY TENDERED AND NOT WITHDRAWN PURSUANT TO
THE OFFER.
At the Annual Meeting, three directors of Wallace will be elected. Moore
and FRDK are soliciting your proxy in support of the election of the three
nominees named below (the "Moore Nominees") as the directors of Wallace.
Moore and FRDK are also soliciting your proxy in favor of three stockholder
resolutions (the "Stockholder Resolutions") FRDK plans to introduce at the
Annual Meeting for the purpose of: (i) removing all of the members of the Board
of Directors of Wallace (the "Wallace Board") other than the Moore Nominees, if
then directors of Wallace; (ii) amending the Amended and Restated Bylaws of
Wallace (the "Amended and Restated Wallace Bylaws") to fix the number of
directors at five; and (iii) repealing each provision of the Amended and
Restated Wallace Bylaws or amendment thereto adopted without approval of Wallace
stockholders subsequent to February 15, 1995 and prior to the Annual Meeting.
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the Annual Meeting for each Share held on the Record
Date. As of the Record Date, there were 22,714,598
<PAGE> 3
Shares issued and outstanding. The principal business address of Wallace is 4600
West Roosevelt Road, Hillside, Illinois 60162, and the telephone number is (312)
626-2000.
Moore is an Ontario corporation that is in the business of delivering
information handling products and services that are both paper-based and
electronic-based. FRDK is a New York corporation that was organized by Moore to
acquire Wallace and that has not conducted any unrelated activities since its
organization.
As of the date of this Proxy Statement, Moore beneficially owns 200 Shares
and FRDK owns 150 Shares, or less than 0.1% of the outstanding Shares on the
Record Date in the aggregate. Other than as stated in the preceding sentence,
none of Moore, FRDK, any of their respective directors or officers, or the Moore
Nominees, or any of their respective associates, owns any securities of Wallace,
beneficially or of record, has purchased or sold any of such securities within
the past two years or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to any such
securities. The principal business address of both Moore and FRDK is 1 First
Canadian Place, Suite 7200, Toronto, Ontario, M5X 1G5, Canada, and the telephone
number for each is (416) 364-2600.
Although Moore does not presently intend to alter the terms of the Offer,
it is possible that, depending on the facts and circumstances existing at the
time, the terms might be altered in one or more respects. It is not possible at
this time to determine whether, if Moore and FRDK should withdraw, or materially
amend the terms of the Offer prior to the Annual Meeting, Moore and FRDK would
continue to seek to elect the Moore Nominees or to seek adoption of the
Stockholder Resolutions. Moore and FRDK will, however, promptly disseminate
information regarding such changes, if any, to Wallace stockholders.
------------------------
This Proxy Statement and the GOLD Annual Meeting proxy card are first being
furnished to Wallace stockholders on or about November 10, 1995.
IMPORTANT
At the Annual Meeting, Moore and FRDK will seek (1) election of the Moore
Nominees as directors of Wallace and (2) approval of the Stockholder
Resolutions.
MOORE URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD ANNUAL
MEETING PROXY CARD TO VOTE FOR ELECTION OF THE MOORE NOMINEES AND FOR APPROVAL
OF THE STOCKHOLDER RESOLUTIONS.
A VOTE FOR THE MOORE NOMINEES AND THE STOCKHOLDER RESOLUTIONS WILL ENABLE
YOU -- AS THE OWNERS OF WALLACE -- TO TELL THE WALLACE BOARD THAT YOU WILL
SUPPORT THE SALE, MERGER OR SIMILAR TRANSACTION INVOLVING WALLACE AT A PRICE OF
NOT LESS THAN $60 PER SHARE.
MOORE URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY WALLACE. IF YOU
HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A WRITTEN NOTICE
OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO MOORE, C/O
MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, OR TO THE
SECRETARY OF WALLACE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY
PROCEDURES" BELOW.
THE MOORE NOMINEES SUPPORT THE SALE OF WALLACE
Moore, through its wholly owned subsidiary, FRDK, has made a proposal to
acquire all of Wallace's outstanding Shares for $60 per Share in cash pursuant
to the Offer and a second-step merger (the "Proposed Merger"). The Moore
Nominees are committed, subject to the fulfillment of the fiduciary duties they
would have as directors of Wallace, to giving each Wallace stockholder the
opportunity to receive not less than $60 per Share for all of their Shares and
to take such steps as are necessary to permit the Offer and Proposed Merger to
proceed. In order to permit the Offer to proceed, Moore needs the cooperation of
the Wallace
2
<PAGE> 4
Board to redeem the Rights or amend the Poison Pill (as hereinafter defined) to
make it inapplicable to the Offer and the Proposed Merger (the "Rights
Condition"), and to approve the Offer and the Proposed Merger for purposes of
Section 203 ("Section 203") of the Delaware General Corporation Law (the
"Business Combination Condition") and Article Ninth ("Article Ninth") of the
Restated Certificate of Incorporation (the "Restated Wallace Certificate of
Incorporation") of Wallace (the "Article Ninth Condition"). For information
about the Rights Condition, the Business Combination Condition and the Article
Ninth Condition, see "TERMS AND CONDITIONS OF THE OFFER".
If the Moore Nominees are elected and the Stockholder Resolutions are
approved, the Moore Nominees will constitute a majority of the five member
Wallace Board. Under the Restated Wallace Certificate of Incorporation and the
Amended and Restated Wallace Bylaws, a majority of the entire Wallace Board
constitutes a quorum, and action may be taken by the vote of a majority of the
directors when a quorum is present. Accordingly, if elected, the Moore Nominees,
subject to the fulfillment of the fiduciary duties they would have as directors
of Wallace, would be able to take action to satisfy the Rights Condition, the
Business Combination Condition and the Article Ninth Condition for the purpose
of expediting prompt consummation of the Offer and the Proposed Merger.
If the Moore Nominees are elected but the Stockholder Resolutions are not
approved, the Moore Nominees will constitute a minority of the eight member
Wallace Board and, accordingly, the Moore Nominees would not, without the
support of other members of the Wallace Board, be able to take action to
expedite prompt consummation of the Offer and Proposed Merger. Nonetheless, if
elected, the Moore Nominees will, subject to the fulfillment of the fiduciary
duties they would have as directors of Wallace, seek to convince other members
of the Wallace Board to vote with them to give each Wallace stockholder the
opportunity to receive not less than $60 per Share for all of their Shares and
to take such steps as are necessary to permit the Offer and Proposed Merger to
proceed.
In the event that the Moore Nominees are elected but the Stockholder
Resolutions are not approved, there can be no assurance that election of the
Moore Nominees alone will result in a sale of Wallace, in light of the
continuing opposition to the Offer by the current Wallace Board.
The foregoing description of the impact of your vote is qualified in its
entirety by any action that the Wallace Board may take between the date of this
Proxy Statement and the date of the Annual Meeting. Moore and FRDK intend to
supplement this Proxy Statement or otherwise publicly disseminate information
regarding any such action by the Wallace Board.
ELECTION OF DIRECTORS
According to publicly available information, Wallace currently has eight
Directors, three of whose terms will expire at the Annual Meeting.
If all of the Moore Nominees are elected and the Stockholder Resolutions
are approved, the Moore Nominees would constitute three of the possible five
members of the Wallace Board. If all of the Moore Nominees are elected and the
Stockholder Resolutions are approved, then it is anticipated that, in accordance
with the Restated Wallace Certificate of Incorporation, the Wallace Board would
take appropriate action to reconstitute itself so that two of the Moore Nominees
would hold office until the 1998 Annual Meeting of Stockholders and one of the
Moore Nominees would hold office until the 1997 Annual Meeting of Stockholders,
in each case until their successors have been elected and qualified or until
their earlier death, resignation or removal. If all of the Moore Nominees are
elected but the Stockholder Resolutions are not approved, each Moore Nominee
would hold office until the 1998 Annual Meeting of Stockholders and until their
successors have been elected and qualified or until their earlier death,
resignation or removal. The Moore Nominees are listed below and have furnished
the following information concerning their principal occupations or employment
and certain other matters. Although Moore has no reason to believe that any of
the Moore Nominees will be unable to serve as directors, if any one or more of
the Moore Nominees is not available for election, the persons named on the GOLD
Annual Meeting proxy card will vote for the election of such other nominees as
may be proposed by Moore and FRDK. Should Wallace purport to increase the
3
<PAGE> 5
number of directors to be elected at the Annual Meeting, it is the current
intention of Moore and FRDK to propose additional nominees for such
directorships.
MOORE NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME, AGE AND PRINCIPAL EXPERIENCE DURING LAST FIVE YEARS;
BUSINESS ADDRESS CURRENT DIRECTORSHIPS
- ------------------------------------------------- ------------------------------------------
<S> <C>
Curtis A. Hessler (51)........................... Mr. Hessler has been Executive Vice
The Times Mirror Company President of The Times Mirror Company, a
Times Mirror Square publisher of books, magazines and
Los Angeles, California 90035 newspapers since February 1991. Mr.
Hessler has announced that he will soon be
leaving this position to pursue other
interests and is currently on a leave of
absence from The Times Mirror Company. Mr.
Hessler was an executive of UNISYS
Corporation from June 1984 to February
1991, serving as Vice Chairman at the time
of his departure.
Albert W. Isenman, III (47)...................... Professor Isenman has been Professor of
Kellogg Graduate School of Management Management at the Kellogg Graduate School
Northwestern University of Management at Northwestern University
2001 Sheridan Road since 1988.
Evanston, Illinois 60208
Robert P. Rittereiser (57)....................... Mr. Rittereiser is Chairman of Yorkville
450 Lexington Avenue Associates Corp., a private investment and
New York, New York 10017 financial advisory concern formed in April
1989. He served as Chairman since November
1992, a Director since 1990 and President
and Chief Executive Officer from March
1993 until February 1995 of Nationar,
Inc., a banking services corporation. On
February 6, 1995, the Acting
Superintendent of Banks, State of New
York, filed a Petition in the New York
Supreme Court to take over the business of
Nationar. Prior to April 1989, he was
President and Chief Executive Officer of
E.F. Hutton Group until its merger with
Shearson Lehman Brothers. Until June 1985,
he was Executive Vice President and Chief
Administrative Officer of Merrill Lynch &
Co. Mr. Rittereiser is a Director of
Ferrofluidics Corporation, Interchange
Financial Services, Corp., CUC
International Inc. and the Main Stay
Family of Funds. He is a Trustee of the
DBL Liquidating Trust.
</TABLE>
Based upon currently available public information, the election of the
Moore Nominees as directors of Wallace requires a plurality of the votes cast by
the holders of the Shares represented in person or by proxy at the Annual
Meeting and entitled to vote in the election of directors, assuming a quorum is
present at the Annual Meeting. Thus, assuming a quorum is present, the three
persons receiving the greatest number of votes will be elected to serve as
directors until the 1998 Annual Meeting. Non-voted shares with respect to the
election of directors will not affect the outcome of the election of directors.
4
<PAGE> 6
As indicated under "BACKGROUND OF PROPOSED ACQUISITION AND SOLICITATION",
the incumbent Wallace Directors have unanimously rejected Moore's $60 per Share
all cash proposal, but have not presented Wallace stockholders with any
alternative other than Wallace remaining independent.
MOORE BELIEVES THAT IT IS IN THE BEST INTEREST OF WALLACE STOCKHOLDERS TO
ELECT THE MOORE NOMINEES AT THE ANNUAL MEETING BECAUSE THE CURRENT WALLACE BOARD
HAS REJECTED THE OFFER, MOORE'S $60 ALL CASH OFFER REPRESENTS A 98% PREMIUM OVER
THE SHARE PRICE ON FEBRUARY 24, 1995, WHEN MOORE FIRST WROTE WALLACE REGARDING A
BUSINESS COMBINATION, AND A 52% PREMIUM OVER WALLACE'S 30-DAY AVERAGE CLOSING
PRICE PRECEDING THE LAUNCH OF THE OFFER, AND THE SUPPORT OF THE WALLACE BOARD IS
NECESSARY TO PERMIT THE OFFER AND THE PROPOSED MERGER TO PROCEED. THE MOORE
NOMINEES ARE COMMITTED, SUBJECT TO THE FULFILLMENT OF THE FIDUCIARY DUTIES THEY
WOULD HAVE AS DIRECTORS OF WALLACE, TO GIVING EACH WALLACE STOCKHOLDER THE
OPPORTUNITY TO RECEIVE NOT LESS THAN $60 PER SHARE FOR ALL OF THEIR SHARES AND
TO TAKE SUCH STEPS AS ARE NECESSARY TO PERMIT THE OFFER AND THE PROPOSED MERGER
TO PROCEED.
It is anticipated that each of the Moore Nominees, upon his election as a
director of Wallace, will receive director's fees consistent with Wallace's past
practice. Moore has paid each of the Moore Nominees $50,000 in consideration of
his time and effort involved in serving as a Moore Nominee. In addition, Moore
has agreed to indemnify each of the Moore Nominees against any and all losses,
claims, damages, judgments, liabilities and expenses of any kind which may be
incurred arising out of or relating to his service as a Moore Nominee.
None of the Moore Nominees is an officer, director or employee of Moore or
FRDK or has any arrangements or understandings with Moore or FRDK with respect
to the Offer or the Proposed Merger, other than the Moore Nominees' stated
intention to (a) redeem the Rights (or amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Proposed Merger), approve the Offer and
the Proposed Merger under Section 203, which would satisfy the Rights Condition
and the Business Combination Condition, take any action that is desirable or
necessary for the satisfaction of the Article Ninth Condition, if any, and take
such other actions and seek or grant such other consents or approvals as may be
desirable or necessary to expedite prompt consummation of the Offer and the
Proposed Merger or (b) if any other transaction offering more value to Wallace's
stockholders is proposed, take actions to facilitate such a transaction, in each
case subject to fulfillment of the fiduciary duties that they would have as
directors of Wallace. The determination whether another proposed transaction
would offer more value to Wallace stockholders than the Offer and the Proposed
Merger would be made by the Wallace Board, which would include the Moore
Nominees, if elected. To the knowledge of Moore and FRDK, the Moore Nominees
have not made a determination (i) whether to take affirmative steps to solicit
third party interest with respect to a sale of Wallace or merely to evaluate
unsolicited third party bids, if any, or (ii) what steps they would take or what
factors they would consider in determining whether another proposed transaction,
which could consist of consideration other than all cash, would offer more value
to Wallace stockholders than the Offer and the Proposed Merger. To the knowledge
of Moore and FRDK, the Moore Nominees also have not made a determination whether
they would seek to retain independent legal counsel or financial advisors, or
make available confidential information regarding Wallace to Moore or other
interested parties, if any, subject to appropriate standstill provisions, which
determination would be made by the Moore Nominees based on facts and
circumstances as they exist at the appropriate time and in a manner consistent
with the fiduciary duties they would have as directors of Wallace. Accordingly,
the Moore Nominees' commitment to give each Wallace stockholder the opportunity
to receive not less than $60 per Share for all of their Shares could result in
Wallace stockholders receiving consideration other than cash, although Moore and
FRDK do not currently intend to change their bid for Wallace to include any
consideration other than cash. Notwithstanding the fact that the Moore Nominees
have been nominated by Moore and FRDK with the commitment to take such steps as
are necessary to permit the Offer and the Proposed Merger to proceed, in the
event that another transaction were proposed, such commitment by the Moore
Nominees with respect to the Offer and the
5
<PAGE> 7
Proposed Merger would be subject to the fiduciary duties they would have as
directors of Wallace that would require that they act in the best interests of
all Wallace stockholders.
None of the Moore Nominees (i) has any arrangements or understandings with
any person or persons with respect to any future employment by Wallace or its
affiliates, or with respect to any future transactions to which Wallace or any
of its affiliates may be a party; (ii) has carried on any occupation or
employment with Wallace or any corporation or organization which is or was a
parent, subsidiary or other affiliate of Wallace; (iii) has received any cash
compensation, cash bonuses, deferred compensation, compensation pursuant to
plans, or other compensation, from, or in respect of, services rendered to or on
behalf of Wallace; (iv) since August 1, 1994, has engaged in or has a direct or
indirect material interest in any transaction or series of similar transactions
to which Wallace or any of its subsidiaries was or is to be a party in which the
dollar amount involved exceeded, or is expected to exceed, $60,000 in the
aggregate; (v) since August 1, 1994, has been indebted to Wallace or any of its
subsidiaries in an amount in excess of $60,000; or (vi) is a party adverse to
Wallace or any of its subsidiaries in any material proceedings or has a material
interest adverse to the interest of Wallace or any of its subsidiaries in any
such proceedings. No family relationships exist among the Moore Nominees or
between any of the Moore Nominees and any director or executive officer of
Wallace.
The accompanying GOLD Annual Meeting proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card. You may vote FOR the
election of the Moore Nominees as directors of Wallace or withhold authority to
vote for the election of the Moore Nominees by marking the proper box on the
GOLD Annual Meeting proxy card. You may also withhold your vote from any of the
Moore Nominees by writing the name of such nominee in the space provided on the
GOLD Annual Meeting proxy card. IF NO MARKING IS MADE, YOU WILL BE DEEMED TO
HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE GOLD ANNUAL MEETING
PROXY CARD FOR THE ELECTION OF ALL OF THE MOORE NOMINEES PROVIDED THAT YOU HAVE
SIGNED THE PROXY CARD.
IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO RECEIVE NOT LESS
THAN $60 PER SHARE FOR ALL OF YOUR SHARES, MOORE URGES YOU TO VOTE YOUR GOLD
ANNUAL MEETING PROXY CARD FOR EACH OF THE MOORE NOMINEES. THE MOORE NOMINEES ARE
COMMITTED, SUBJECT TO THE FULFILLMENT OF THE FIDUCIARY DUTIES THEY WOULD HAVE AS
WALLACE DIRECTORS, TO GIVING EACH WALLACE STOCKHOLDER THE OPPORTUNITY TO RECEIVE
NOT LESS THAN $60 PER SHARE FOR ALL OF THEIR SHARES AND TO TAKE SUCH STEPS AS
ARE NECESSARY TO PERMIT THE OFFER AND THE PROPOSED MERGER TO PROCEED.
MOORE STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE MOORE NOMINEES.
THE STOCKHOLDER RESOLUTIONS
FRDK intends to present the following Stockholder Resolutions for adoption
by Wallace stockholders at the Annual Meeting:
"RESOLVED: That all of the directors of Wallace Computer Services, Inc.
("Wallace") other than Curtis A. Hessler, Albert W. Isenman, III
and Robert P. Rittereiser, if then directors of Wallace, be
removed without cause, effective at the time this resolution is
approved."
"RESOLVED: That the Amended and Restated Bylaws (the "Bylaws") of Wallace,
be and they hereby are amended, effective at the time this
resolution is approved, by amending the first sentence of
Section 3.2(a) of the Bylaws in its entirety to read as follows:
Section 3.2. Number, Election, Tenure and
Qualifications; Stockholder Nominations; Vacancies;
Removal; Resignation.
(a) Number, Election, Tenure and Qualifications.
Subject to any special rights of the holders of
preferred stock to elect additional directors, the
Board of Directors shall consist of five members."
6
<PAGE> 8
"RESOLVED: That each provision of the Bylaws or amendment thereto adopted
by the Board of Directors of Wallace without the approval of
stockholders subsequent to February 15, 1995 and prior to the
approval of this resolution be, and it hereby is, repealed,
effective at the time this resolution is approved."
THE PURPOSE OF THE STOCKHOLDER RESOLUTIONS IS TO GIVE WALLACE STOCKHOLDERS
THE OPPORTUNITY TO TELL THE WALLACE BOARD THAT THEY WILL SUPPORT THE SALE,
MERGER OR SIMILAR TRANSACTION INVOLVING WALLACE AT A PRICE OF NOT LESS THAN $60
PER SHARE.
The effect of the first two Stockholder Resolutions is to provide the Moore
Nominees with the ability to take action to satisfy the Rights Condition, the
Business Combination Condition and the Article Ninth Condition for the purpose
of expediting prompt consummation of the Offer and the Proposed Merger. The
effect of the third Stockholder Resolution is to repeal the Stockholder Notice
Requirement (as hereinafter defined) so as to allow stockholders to introduce
business at annual meetings of Wallace without the requirement of providing
notice to Wallace at least 60 days prior to such meeting. Moore and FRDK believe
that Wallace stockholders should have the right to introduce business at annual
meetings of Wallace without giving such advance notice. If the third Stockholder
Resolution is approved, it would have the effect of repealing all bylaw
amendments adopted by the Wallace Board subsequent to February 15, 1995 and
prior to the approval of such resolution (the "Bylaw Repeal Period"), without
considering the beneficial nature, if any, of any such amendments to Wallace
stockholders. Moore and FRDK further believe that the third Stockholder
Resolution could have the effect of deterring the Wallace Board from further
amending the Amended and Restated Wallace Bylaws without stockholder approval
prior to the Annual Meeting in a manner that would impede the Offer or Proposed
Merger. See "BACKGROUND OF PROPOSED ACQUISITION AND SOLICITATION -- BACKGROUND
OF THE OFFER". Although Delaware law specifically empowers stockholders to
adopt, amend or repeal the bylaws of a corporation, there is apparently no case
law precedent specifically addressing the enforceability of stockholder
proposals, such as the third Stockholder Resolution, that would repeal possibly
unknown or undisclosed bylaw amendments, if any. In the event that the
enforceability of the third Stockholder Resolution were challenged and the third
Stockholder Resolution were declared unenforceable, the effect of such
determination could result in the reinstatement of any such unknown or
undisclosed bylaw amendments that may be adopted by the Wallace Board during the
Bylaw Repeal Period. In the event that the Wallace Board amends the Amended and
Restated Wallace Bylaws after the date of this Proxy Statement, Moore and FRDK
may be required to distribute additional materials to stockholders in order to
describe the bylaw amendment that would be repealed by the third Stockholder
Resolution. In such event, Moore and FRDK will promptly disseminate additional
information to Wallace stockholders.
Based on currently available public information, (i) adoption of the first
two Stockholder Resolutions requires the affirmative vote of 80% of all
outstanding Shares, and (ii) adoption of the third Stockholder Resolution
requires the affirmative vote of a majority of the Shares represented in person
or by proxy and entitled to vote, assuming the presence of a quorum at the
Annual Meeting. With respect to abstentions and broker non-votes, the Shares
will be considered present at the Annual Meeting, but since they are not
affirmative votes for the Stockholder Resolutions, they will have the same
effect as votes against the Stockholder Resolutions.
The accompanying GOLD Annual Meeting proxy card will be voted in accordance
with your instructions on such card at the Annual Meeting. You may vote FOR the
Stockholder Resolutions or vote against, or abstain from voting on, the
Stockholder Resolutions by marking the proper box on the GOLD proxy card for the
Annual Meeting. If no marking is made, you will be deemed to have given a
direction to vote the Shares represented by the GOLD proxy card FOR the
Stockholder Resolutions provided that you have signed the proxy card.
MOORE STRONGLY RECOMMENDS A VOTE FOR THE STOCKHOLDER RESOLUTIONS.
7
<PAGE> 9
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
Except as set forth above, Moore and FRDK are not aware of any proposals to
be brought before the Annual Meeting other than a proposal by the Wallace Board
to ratify the appointment of Arthur Andersen LLP as Wallace's independent public
accountants for fiscal year 1996. MOORE AND FRDK MAKE NO RECOMMENDATION WITH
RESPECT TO THE RATIFICATION OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS. The accompanying GOLD Annual Meeting proxy card will be voted in
accordance with your instructions on such card at the Annual Meeting. You may
vote for ratification of Arthur Andersen LLP as independent public accountants
or vote against, or abstain from voting, by marking the proper box on the GOLD
proxy card for the Annual Meeting. If no marking is made, you will be deemed to
have given a direction to ABSTAIN on voting on the ratification of Arthur
Andersen LLP as independent public accountants provided that you have signed the
proxy card. According to the Wallace Proxy Statement, the ratification of the
appointment of Arthur Andersen LLP as independent public accountants requires
the affirmative vote of stockholders holding a majority of the Shares entitled
to vote, and abstentions and broker non-votes will have the effect of negative
votes.
Should any other proposals be brought before the Annual Meeting, the
persons named on the GOLD Annual Meeting proxy card will vote on such proposals
in their discretion.
PROXY PROCEDURES
Stockholders are urged to mark, sign and date the enclosed GOLD Annual
Meeting proxy card and return it to Moore, c/o MacKenzie Partners, Inc., 156
Fifth Avenue, New York, New York 10010 in the enclosed envelope in time to be
voted at the Annual Meeting. Execution of the GOLD Annual Meeting proxy card
will not affect your right to attend the Annual Meeting and to vote in person.
Any proxy may be revoked at any time prior to the Annual Meeting by delivering a
written notice of revocation or a later dated proxy at the particular meeting.
Only your latest dated proxy for the Annual Meeting will count.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a stockholder of record on the Record Date, you
may vote your Shares at the Annual Meeting even if you have sold your Shares
before or after the Record Date, subject to the rights, if any, of your
transferees under applicable law. Accordingly, please vote the Shares held by
you on the Record Date, or grant a proxy to vote such Shares, on the GOLD Annual
Meeting proxy card, even if you have sold your Shares before or after the Record
Date.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such Shares
and only upon receipt of your specific instructions. Accordingly, please contact
the person responsible for your account and instruct that person to execute on
your behalf the GOLD Annual Meeting proxy card.
BACKGROUND OF PROPOSED ACQUISITION AND SOLICITATION
BACKGROUND OF THE OFFER
As set forth in Section 11 of the Offer to Purchase dated August 2, 1995
(the "Offer to Purchase") relating to the Offer, within the past year,
management of Moore determined that an acquisition or other business combination
with a company in the business forms industry would be in the best interests of
Moore and its stockholders. In February of 1995, Lazard Freres & Co. LLC
("Lazard Freres") was requested by Moore to identify individuals affiliated with
Wallace who might be contacted to explore a business combination proposal.
On February 15, 1995, a representative of Lazard Freres contacted Mr. Neele
Stearns, a Director of Wallace, to discuss the possibility of Mr. Stearns'
arranging a meeting between Mr. Reto Braun, Chief Executive Officer of Moore,
and Robert J. Cronin, Chief Executive Officer of Wallace, for the purpose of
discussing the feasibility of a business combination involving Wallace and
Moore. The Lazard Freres
8
<PAGE> 10
representative and Mr. Stearns met on March 2, 1995 to discuss, among other
matters, such a combination and had a few follow-up conversations on the same
subject over the next several weeks.
At the suggestion of Mr. Stearns, on February 24, 1995, Mr. Braun, Chief
Executive Officer, wrote to Mr. Cronin to request a meeting to discuss the
merits of a business combination involving Wallace and Moore. Mr. Cronin
subsequently contacted Mr. Braun to advise Mr. Braun that Mr. Cronin had
reviewed with the Wallace Board the proposal to discuss a business combination
and that the Wallace Board was not interested in pursuing any such discussions
at that time. Nevertheless, Mr. Cronin indicated that he would be interested in
meeting Mr. Braun over lunch. Following that conversation, the Lazard Freres
representative received confirmation from Mr. Stearns that Wallace was not
interested in proceeding with discussions on a business combination.
On April 18, 1995, Messrs. Braun and Cronin spoke together briefly at an
industry trade conference during which conversation the subject of a business
combination involving Wallace and Moore was not discussed; however, Messrs.
Braun and Cronin reconfirmed their mutual desire to have lunch to discuss
opportunities for business cooperation.
From April 20, 1995 to June 26, 1995, Mr. Braun attempted on numerous
occasions to arrange a lunch with Mr. Cronin, only to have the lunch postponed
repeatedly. Finally, on June 26, 1995, Mr. Cronin called Mr. Braun offering to
meet him on certain dates in August 1995. Mr. Braun accepted an opportunity to
meet with Mr. Cronin on August 8, 1995, the earliest date offered to him by Mr.
Cronin.
On July 18, 1995, Wallace filed with the Securities and Exchange Commission
a Current Report on Form 8-K containing (i) the Amended and Restated Wallace
Bylaws purportedly effective as of June 14, 1995, and (ii) an Employment
Agreement made and entered into effective as of January 1, 1995 between Wallace
and Mr. Cronin (the "Cronin Employment Agreement").
Based upon publicly available information, the Amended and Restated Wallace
Bylaws added a provision (the "Stockholder Notice Requirement") purporting to
require that stockholders of Wallace desiring to introduce business at any
annual meeting of Wallace deliver notice to the Secretary of Wallace not later
than sixty, and not earlier than ninety, days in advance of such meeting. The
Amended and Restated Wallace Bylaws further stated that the chairman of the
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of the Amended and Restated Wallace Bylaws, and that if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
The Cronin Employment Agreement provides for a term of employment which
runs from January 1, 1995 to December 31, 1999 and provides for certain
termination payments upon the occurrence of certain specified events. See
"BACKGROUND OF PROPOSED ACQUISITION AND SOLICITATION -- CHANGE IN CONTROL."
On July 26, 1995, FRDK purchased 150 Shares at a price per Share of
$42 5/8, and Moore purchased 200 Shares at a price per Share of $42 5/8.
On July 30, 1995, Mr. Braun called Mr. Cronin to inform him of the Offer,
but Mr. Cronin was not available.
Mr. Braun then attempted to reach Mr. Theodore Dimitriou, Chairman of the
Wallace Board. Mr. Braun was unable to reach Mr. Dimitriou.
On July 30, 1995, Moore announced its intention to commence the Offer by
issuing the following press release:
MOORE CORPORATION ANNOUNCES INTENTION TO ACQUIRE WALLACE
COMPUTER SERVICES FOR $56.00 CASH PER SHARE
Toronto, Canada, July 30, 1995 -- Moore Corporation Limited (TSE,
NYSE, ME: MCL) announced today its intention to commence a tender offer for
all of the outstanding common stock of
9
<PAGE> 11
Wallace Computer Services (NYSE: WCS) for $56.00 per share in cash. With 23
million Wallace shares outstanding, the total transaction is valued at
approximately $1.3 billion.
Moore communicated its intention to launch its offer in a letter sent
today to Wallace's Chairman, Theodore Dimitriou and its CEO Robert Cronin:
Dear Mr. Dimitriou and Mr. Cronin:
As you know from our prior communications, the Board of Directors
and management of Moore Corporation believe the combination of our
two companies makes eminent business sense. Unfortunately, your
Board specifically rejected our proposal to discuss a strategic
business combination. We therefore felt we had no choice but to
proceed with an offer directly to your stockholders. We continue to
believe it is in the best interests of both companies to move
expeditiously toward a mutually-agreed combination of our
companies.
This week we will commence an offer to purchase all of the
outstanding common stock of Wallace at $56.00 per share in cash, a
total of approximately $1.3 billion. This offer represents an 84%
premium over your share price on February 24, 1995 when we first
contacted you regarding a business combination, and 42% over your
most recent 30-day average closing price. In the interim, we have
noted your favorable results and our price reflects both your
recent and anticipated performance. We are confident that your
stockholders will find our offer compelling.
As you know, Moore is the acknowledged global leader in our
industry. As a 113 year old corporation, Moore operates in 59
countries with over 100 manufacturing facilities. Over the past two
years, we have been redirecting our energies and resources to meet
the rapidly changing information handling technologies and demands
of our customers and increase our rate of growth. We have made
excellent progress. And we have noted with interest your similar
efforts and progress.
We believe the combination of Moore's strengths with Wallace's
would accelerate our mutual efforts, creating a new entity capable
of providing the full spectrum of integrated products and service
offerings that today's customers demand on a global basis.
Together, we would redefine the industry. The new entity would be
far more than the sum of its parts. In the United States, our
respective operations are complementary in three targeted growth
areas: total forms and print management; labels; and personalized
direct mail. Our combined capabilities in these core areas would
give the new entity a significant competitive opportunity, enabling
us to fully serve the needs of any organization. Together, we would
simultaneously expand our sales to our respective existing
customers and appeal to new ones. Overseas, we would be able to
leverage exponentially the combined products, services and
technological advantages with Moore's existing customer base.
The combination of our two entities would benefit from
Moore's:
- World-wide market leader position with global Fortune 1000
customers.
- Unique electronic solutions capabilities, through the JetForm
equity alliance.
- Proprietary research and technologies in variable digital
network color printing, global print management distribution
network, linerless labels, direct personalized marketing,
statement processing and distribution.
- Partnership and strategic alliances with world-wide market and
technology leaders -- Datamax, Indigo, EDS and Toppan Moore.
- Financial strength, continued investment in capital and
technology, and scope of resources.
In sum, the new entity would be ideally positioned to compete
successfully in the global marketplace of the future.
10
<PAGE> 12
As a result of the provision in your bylaws which requires advance
notice of Board nominees, later today we will be delivering a
notice identifying three nominees for the upcoming annual meeting
of stockholders. Our nominees will be dedicated to implementing our
proposed transaction, consistent with their fiduciary duties. Our
attorneys also advise me we will be filing certain litigation
relating to your defensive provisions.
We have the highest regard for you and your management team, which
we believe would find a professionally exciting and rewarding
environment at the combined entity, and we hope and expect that
your team would remain in place. The complementary nature of our
operations would make integration straightforward and would create
exciting new opportunities for employees of the combined entity.
And, of course, our commitment to the U.S. would remain strong.
We stand ready to meet with you and Wallace Board and management at
any time to discuss any aspect of our proposed combination so that
you will share our confidence and enthusiasm for this
transaction -- a transaction that serves the best interests of both
of our companies and our stockholders, employees, customers and
communities.
Sincerely,
Reto Braun
cc: Wallace Board of Directors
Moore announced it will be commencing litigation against Wallace and
its Board of Directors in the United States District Court for the
District of Delaware. The litigation will seek, among other things, an
order compelling the Board of Directors to redeem Wallace's "poison
pill" or to make it inapplicable to Moore's offer and the merger it
expects to consummate upon successful conclusion of its offer and not
otherwise to impede the offer, the proposed merger or the proxy
solicitation Moore intends to pursue.
Moore is being advised in the transaction by Lazard Freres & Co. LLC
and RBC Dominion Securities.
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.
On July 30, 1995, a representative of Lazard Freres telephoned Mr. Stearns
and informed him of the Offer.
On July 31, 1995, the letter described in the foregoing press release was
delivered to Mr. Cronin and Mr. Dimitriou, with copies to the other members of
the Wallace Board.
On July 31, 1995, FRDK delivered a letter to Wallace pursuant to Section
3.3 of the Amended and Restated Wallace Bylaws, notifying Wallace that it
intended to nominate the Moore Nominees for election to the Wallace Board at the
Annual Meeting. The letter set forth the intention of the Moore Nominees to (a)
redeem the Rights issued under the Poison Pill (as hereinafter defined) or to
make the Rights inapplicable to the Offer and the Proposed Merger, approve the
Offer and the Proposed Merger under Section 203, take any action desirable or
necessary for satisfaction of the requirements under Article Ninth, and take
such other actions and seek or grant such other consents or approvals as may be
desirable or necessary to expedite prompt consummation of the Offer and the
Proposed Merger or (b) if any other transaction offering more value to Wallace's
stockholders were to be proposed, take actions to facilitate such a transaction,
in each case subject
11
<PAGE> 13
to fulfillment of the fiduciary duties that they would have as directors of
Wallace. FRDK further advised Wallace of its intent to notify Wallace, in
accordance with the Amended and Restated Wallace Bylaws, of its intent to
introduce the Stockholder Resolutions at the Annual Meeting.
On July 31, 1995, Moore and FRDK commenced litigation against Wallace and
the Wallace Board in the United States District Court for the District of
Delaware (the "Delaware Court") seeking, among other things, an order compelling
the Wallace Board to redeem the Rights or to amend the Poison Pill to make the
Rights inapplicable to the Offer and the Proposed Merger, to approve the
Proposed Merger pursuant to Article Ninth and to approve the Offer and Proposed
Merger for purposes of Section 203 (the "Moore Action").
On July 31, 1995, Mr. Cronin sent the following letter to Mr. Braun:
Dear Mr. Braun:
We have received your letter dated July 30, 1995 in which you have
proposed an acquisition of Wallace Computer Services, Inc. at $56
per share in cash. With the assistance of financial and legal
advisors, the Board of Directors of Wallace will consider the
proposal in due course. Goldman, Sachs & Co. has been retained in
this regard. After the Board has determined its position with
respect to the proposal, we will so inform you. If appropriate at
that time, we will also respond to various assertions in your
letter and public statements.
Sincerely,
Robert J. Cronin
President and
Chief Executive Officer
On August 2, 1995, Moore commenced the Offer and filed a Premerger
Notification and Report Form with the Federal Trade Commission and the
Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act").
On August 3, 1995, Mr. Cronin canceled the luncheon meeting with Mr. Braun
that had been previously scheduled to be held on August 8, 1995.
On August 3, 1995, Moore obtained the commitment of The Bank of Nova Scotia
for a $1.1 billion financing facility to finance the Offer and the Proposed
Merger.
On August 10, 1995, Moore and FRDK waived the financing condition to the
Offer and Moore and FRDK entered into definitive financing agreements with The
Bank of Nova Scotia, as agent for the lenders for a $1.1 billion loan facility
to finance the Offer and the Proposed Merger.
On August 15, 1995, Wallace issued a press release, filed a complaint
against Moore and FRDK in the United States District Court for the Southern
District of New York (the "Wallace Action"), and filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
with the Securities and Exchange Commission, stating the recommendation by the
Wallace Board that stockholders reject the Offer and the belief by the Wallace
Board that the interests of the stockholders will be best served by Wallace's
continued pursuit of its strategic plans, and the Board's intention not to seek
to sell Wallace to Moore and FRDK or any other buyer, but rather to continue the
business of Wallace as an independent entity.
As stated in the Schedule 14D-9, the Wallace Action asserted that (i) the
transactions contemplated by the Offer to Purchase may substantially lessen
competition in a relevant market and therefore violate Section 7 of the Clayton
Act, 15 U.S.C. Section 18; and (ii) Moore and FRDK have made false and
misleading statements of fact in connection with the Offer. The Wallace Action
sought declaratory relief and injunctive relief preliminarily and permanently
enjoining Moore and FRDK (i) from acquiring any voting securities of Wallace,
and (ii) from soliciting, acquiring, or attempting to acquire in any manner, any
Shares until 60 days after they have fully complied with the Securities Exchange
Act of 1934, as amended.
12
<PAGE> 14
On August 17, 1995, the waiting period under the HSR Act expired without
further inquiry by the U.S. Department of Justice, satisfying the pre-clearance
requirements under the U.S. antitrust laws for Moore's purchase of the Shares
pursuant to the Offer and the Proposed Merger.
On August 21, 1995, a representative from Lazard Freres, on behalf of Moore
and FRDK, contacted a representative from Goldman, Sachs & Co. ("Goldman
Sachs"), Wallace's financial advisor in connection with the Offer, to suggest
that Lazard Freres and Goldman Sachs, Wallace, Moore and FRDK or any combination
thereof schedule a meeting to discuss the Offer. On August 26, 1995, the Goldman
Sachs representative advised the Lazard Freres representative that the Wallace
Board had rejected Moore's and FRDK's suggestion to meet in order to discuss the
Offer.
On August 28, 1995, Moore and FRDK issued a press release extending the
Offer until Tuesday, September 19, 1995 and stating that it remained committed
to its proposed acquisition of Wallace.
On August 28, 1995, FRDK, as a stockholder of Wallace, delivered a letter
(the "Stockholder Proposal Letter") to Wallace notifying Wallace of its intent
to bring before the Annual Meeting business for the purpose of: (i) removing all
of the Members of the Board of Directors of the Company other than Messrs.
Hessler, Isenman and Rittereiser if then directors of Wallace, (ii) amending the
Amended and Restated Wallace Bylaws to fix the numbers of directors of Wallace
at five; and (iii) repealing each provision of the Amended and Restated Wallace
Bylaws or amendment thereto adopted without stockholder approval subsequent to
February 15, 1995 and prior to the Annual Meeting.
On September 1, 1995, Moore and FRDK's financing arrangements with The Bank
of Nova Scotia were amended to add additional lenders and co-agents.
On September 6, 1995, the Wallace Board approved and adopted amendments to
certain of its employee benefit plans, including its employee profit sharing
plan and its long-term performance plan. The Wallace Board also approved and
adopted an amendment to its employee severance pay plan to provide that the
amount of severance payable to certain participants shall not be less than one
year's compensation upon the occurrence of certain events following a change in
control of Wallace, irrespective of their seniority with Wallace. The
Compensation Committee of the Wallace Board designated 37 participants for this
purpose. See "BACKGROUND OF PROPOSED ACQUISITION AND SOLICITATION -- CHANGE OF
CONTROL."
On September 18, 1995, Moore and FRDK extended the Offer until Wednesday,
November 8, 1995.
On September 19, 1995, the Delaware Court issued an Opinion and an Order
denying Wallace's motion to dismiss the Moore Action.
On September 25, 1995, Wallace and its directors filed an Answer and
Counterclaim in the Delaware Court in connection with the Moore Action. The
Counterclaim brought against Moore, FRDK and Mr. Reto Braun contains similar
allegations and requests for relief to that contained in the Wallace Action as
modified by the First Amended Complaint referred to in the immediately following
paragraph.
Also on September 25, 1995, Wallace filed a First Amended Complaint to the
Wallace Action in the United States District Court for the Southern District of
New York. Among other things, the First Amended Complaint added Mr. Braun as a
defendant and asserted that Moore, FRDK and Mr. Braun allegedly made false and
misleading statements of fact in connection with their preliminary proxy
statement.
On September 27, 1995, the United States District Court for the Southern
District of New York issued a Memorandum Opinion and Order granting Moore's
motion to dismiss the Wallace Action.
On October 5, 1995, FRDK, as a stockholder of Wallace, delivered a second
letter (the "Second Stockholder Proposal Letter") to Wallace notifying Wallace
of its intent to bring business before the Annual Meeting. By virtue of an
amendment to the Amended and Restated Wallace Bylaws adopted on June 14, 1995
purporting to require that stockholders of Wallace desiring to introduce
business at any annual meeting of Wallace deliver notice to the Secretary of
Wallace not later than sixty, and not earlier than ninety, days in advance of
such meeting, and an announcement by Wallace that the 1995 Annual Meeting will
be held on
13
<PAGE> 15
December 8, 1995, FRDK delivered the Second Stockholder Proposal Letter in order
to preserve its right to introduce business at the Annual Meeting. The proposals
included in the Second Stockholder Proposal Letter are identical to those
included in the initial Stockholder Proposal Letter.
On October 12, 1995, Moore and FRDK amended the Offer to increase the cash
price for all outstanding Shares to $60 net per Share.
On October 19, 1995, the Delaware Court (i) granted leave for Moore and
FRDK to amend and supplement their complaint in the Moore Action in connection
with the revised Offer; and (ii) deemed the amended and supplemental complaint
(the "Amended and Supplemental Complaint") filed as of October 19, 1995.
Pursuant to the Amended and Supplemental Complaint, Moore and FRDK sought
injunctive and/or declaratory relief to prevent (a) the application of Wallace's
anti-takeover devices and other defensive measures to the revised tender offer,
proposed merger and proxy solicitation, in violation of fiduciary duties owed to
Wallace's stockholders; and (b) Wallace from otherwise impeding Moore's revised
tender offer, proposed merger and proxy solicitation, which comply with all
applicable laws and other obligations.
As of November 3, 1995, a total of 16,698,706 shares, representing
approximately 73.5% of the Shares outstanding, had been validly tendered and not
withdrawn pursuant to the Offer.
On November 6, Moore and FRDK extended the Offer until 12:00 Midnight, New
York City time, on Monday, December 11, 1995.
On November 9, 1995, the Delaware Court concluded a three day hearing on
the preliminary injunction motions of Moore and FRDK and Wallace pending in the
Moore Action.
Moore intends to continue to seek to negotiate with Wallace with respect to
its acquisition proposal. If such negotiations result in a definitive merger or
other agreement between Moore and Wallace, such negotiations could result in,
among other things, termination of this proxy solicitation.
Although Moore does not presently intend to alter the terms of the Offer,
it is possible that, depending on the facts and circumstances existing at the
time, the terms might be altered in one or more respects. It is not possible at
this time to determine whether, if Moore and FRDK should withdraw, or materially
amend, the terms of the Offer prior to the Annual Meeting, Moore would continue
to seek to elect the Moore Nominees or to seek adoption of the Stockholder
Resolutions. Moore, however, will disseminate information regarding such
changes, if any, to Wallace stockholders.
Moore and FRDK urge you to obtain a copy of the Offer to Purchase, the
Letter of Transmittal and the other Offer documents from the Agent (as
hereinafter defined) at the address and telephone number set forth on the back
cover of this Proxy Statement.
CHANGE IN CONTROL
According to Amendment No. 2 to the Schedule 14D-9, by unanimous written
consent dated August 28, 1995, the Wallace Board 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 a majority of the Wallace Board or any
duly authorized committee thereof shall designate.
According to Amendment No. 3 to Schedule 14D-9, the Wallace Board approved
and adopted amendments on September 6, 1995 to the Wallace Computer Services,
Inc. Employee Severance Pay Plan (the "Employee Plan"), the Wallace Computer
Services, Inc. Executive Severance Pay Plan (the "Executive Pay Plan"), the
Wallace Computer Services, Inc. Executive Incentive Plan (the "Executive
Incentive Plan") and the Wallace Computer Services, Inc. Deferred
Compensation/Capital Accumulation Plans for 1990, 1991, 1993, 1994 and 1995 (the
"Deferred Compensation Plans") (the Employee Plan, the Executive Pay Plan, the
Executive Incentive Plan and the Deferred Compensation Plans are referred to
collectively as the "Benefit Plans") to increase the number of incumbent
directors that must cease to be directors before a "Material Change" shall occur
under the Benefit Plans. The amendments provide that a "Material Change" shall
be deemed to have occurred when, among other things, individuals who, as of
September 6, 1995,
14
<PAGE> 16
constitute the Wallace Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; provided, however, that any
individual who becomes a member of the Wallace Board subsequent to such date
whose election, or nomination for election by the stockholders of Wallace was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be deemed to be a member of the Incumbent Board; and
provided further, that no individual whose election or initial assumption of
office as a director of Wallace occurs as a result of an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) with respect to the election or removal of
directors, or any other actual or threatened solicitation of proxies or consents
by or on behalf of any person other than the Wallace Board shall be deemed to be
a member of the Incumbent Board. The Wallace Board also approved and adopted an
amendment to the Employee Plan to provide that the amount of the severance
benefit payable upon certain terminations of employment as provided in the
Employee Plan after the occurrence of a Material Change to certain participants,
as designated by the Compensation Committee of the Wallace Board from time to
time, shall be not less than one year of Annual Compensation (as defined in the
Employee Plan). On September 6, 1995, the Compensation Committee designated 37
participants for this purpose. The Wallace Board also approved the
reclassification of four employees that were not executive officers of Wallace
from Level I Participants to Level II Participants under the Executive Pay Plan.
On September 6, 1995, the Wallace Board approved and adopted Amendment No.
36 to the Wallace Computer Services, Inc. Profit Sharing and Retirement Plan
(the "Profit Sharing Plan") and Amendment No. 6 to the Wallace Computer
Services, Inc. Profit Sharing and Retirement Trust Agreement (the "Profit
Sharing Trust") (collectively, the "Amendments") which provide, among other
things, that (i) each plan participant is allowed to give voting instructions,
in the manner proscribed by the trustee, with respect to the number of Shares
represented by such plan participant's proportionate interest in the trust under
the Profit Sharing Plan and (ii) each plan participant is allowed to instruct
the trustee regarding how to respond to a tender offer with respect to the
numbers of Shares represented by such plan participant's interest in the trust
under the Profit Sharing Plan. On September 6, 1995, the Wallace Board also
authorized certain officers of Wallace to appoint on behalf of Wallace an
independent institutional trustee to replace the current individual trustees
under the Profit Sharing Trust with respect to the Shares held thereunder.
On September 6, 1995, the Board of Directors of Wallace approved and
adopted Amendment No. 1 ("Amendment No. 1") to the Wallace Computer Services,
Inc. Long-Term Performance Plan (the "LTP Plan"), which Amendment No. 1 added a
provision relating to the treatment of awards in the event of a "Material
Change." The definition of "Material Change" as provided in Amendment No. 1 is
substantially similar to the definition of Material Change contained in the
Employee Plan, the Executive Pay Plan and the Executive Incentive Plan.
Amendment No. 1 provides, among other things, that (i) a plan participant's
accrued bonus balance under the LTP Plan would not be reduced below the amount
of the plan participant's accrued bonus balance as calculated after inclusion of
the plan participant's award, if any, for the Plan Year (as defined in the LTP
Plan) immediately preceding the Plan Year during which the Material Change
occurs and (ii) an individual who is a plan participant immediately prior to the
occurrence of a Material Change (a "Protected Participant") will be entitled to
receive payment of such participant's accrued bonus balance if, at any time
during the two-year period beginning on the date that the Material Change
occurs, the Protected Participant's employment with Wallace terminates, whether
voluntarily or involuntarily, for any reason other than for Cause (as defined in
Amendment No. 1) or on account of the Protected Participant's death or permanent
disability (in which event the Protected Participant or his or her
beneficiaries, as the case may be, are entitled to the benefits otherwise
provided by the LTP Plan).
According to Amendment No. 7 to the Schedule 14D-9, the Wallace Board
approved and adopted on September 27, 1995, Amendment No. 37 ("Amendment No.
37") to the Wallace Computer Services, Inc. Profit Sharing and Retirement Fund,
which Amendment No. 37 modified the definition of "Material Change" to be
substantially similar to the definition of Material Change contained in the
Employee plan, the Executive Pay Plan, the Executive Incentive Plan and the LTP
Plan.
The Cronin Employment Agreement provides that Mr. Cronin be paid various
payments and receive additional benefits upon the occurrence of certain events
following a "Material Change" (as defined therein).
15
<PAGE> 17
According to publicly available information, the election of the Moore
Nominees and approval of the Stockholder Resolutions may constitute a "Material
Change" within the meaning of some or all of the plans or agreements described
above.
The information concerning Wallace contained herein has been taken from or
is based upon publicly available documents on file with the Commission and other
publicly available information and is qualified in its entirety by reference to
such documents.
ENGAGEMENT OF FINANCIAL ADVISORS
Lazard Freres is acting as Dealer Manager in connection with the Offer and
is providing certain financial advisory services to Moore and FRDK in connection
with the Offer. Moore has agreed to pay Lazard Freres as compensation for such
services (a) $1,000,000, which became payable upon the commencement of the Offer
and against which the sum of $250,000 has been credited in respect of amounts
previously paid by Moore to Lazard Freres for other services performed by Lazard
Freres; and (b) an additional $4,000,000 payable upon the earlier of (i) the
acquisition of beneficial ownership of more than 50% of the Shares in the Offer,
and (ii) the consummation of the direct or indirect acquisition (by merger or
otherwise) of all or a substantial portion of the stock or assets of Wallace, or
all or a substantial portion of the stock or assets of a subsidiary or division
of Wallace. Moore has also agreed to reimburse Lazard Freres for its reasonable
out-of-pocket expenses, including the reasonable fees and expenses of its legal
counsel, and to indemnify Lazard Freres and certain related persons against
certain liabilities and expenses, including certain liabilities and expenses
under the Federal securities laws.
In addition, RBC Dominion Securities ("Dominion") is providing certain
financial advisory services to Moore and FRDK in connection with the Offer.
Moore has agreed to pay Dominion as compensation for such services (a) a
retainer fee of $100,000, (b) $150,000, which became payable upon Moore's
announcement of the intention to commence the Offer, and (c) $750,000, payable
on consummation of the Offer. Moore has also agreed to reimburse Dominion for
its reasonable out-of-pocket expenses, including the reasonable fees and
disbursements of its legal counsel, and to indemnify Dominion and certain
related persons against certain liabilities and expenses, including certain
liabilities and expenses under the Federal securities laws.
TERMS AND CONDITIONS OF THE OFFER
On August 2, 1995, Moore and FRDK commenced the initial Offer for all
outstanding Shares at a purchase price of $56 per Share (and associated Right),
net to the seller in cash. On October 12, 1995, FRDK increased the price of its
initial Offer to $60 in cash per Share. As stated in the Offer to Purchase, the
purpose of the Offer is to enable Moore to acquire control of, and the entire
equity interest in, the Company. The Offer, as the first step in the acquisition
of the Company, is intended to facilitate the acquisition of all of the Shares.
Moore currently intends, as soon as practicable following consummation of the
Offer, to seek to consummate the Proposed Merger. The purpose of the Proposed
Merger is to acquire all Shares not tendered and purchased pursuant to the Offer
or otherwise. Pursuant to the Proposed Merger, each then outstanding Share
(other than Shares owned by FRDK, Moore or any of their subsidiaries, Shares
held in the treasury of Wallace and Shares owned by stockholders who perfect any
available appraisal rights under the Delaware General Corporation Law) will be
converted into the right to receive an amount in cash equal to the price per
Share paid pursuant to the Offer.
The Offer is conditioned, among other things, upon the following:
(1) The Minimum Tender Condition. There must be validly tendered and not
withdrawn prior to the Expiration Date at least that number of Shares that would
represent at least a majority of all outstanding Shares on a fully diluted basis
on the date of purchase, without giving effect to any dilution that might arise
from exercise of the Rights.
(2) The Rights Condition. On March 14, 1990, Wallace adopted the Rights
Agreement, commonly referred to as a "Poison Pill," pursuant to which the Rights
were created. Pursuant to the Rights Condition, the Rights must be redeemed by
Wallace's Board of Directors, or Moore and FRDK must be satisfied, in their
16
<PAGE> 18
sole discretion, that the Rights have been invalidated or otherwise are
inapplicable to the Offer and the Proposed Merger.
The Poison Pill provides that, until the close of business on the date that
the Rights are distributed (the "Distribution Date"), the Rights will be
evidenced by the certificates for the Shares to which the Rights are attached.
Until such time (or earlier redemption, or expiration of the Rights), the
surrender for transfer of any certificates for Shares will also constitute the
surrender for transfer of the Rights associated with the Shares represented by
such certificates. The Poison Pill further provides that, as soon as practicable
following the Distribution Date, separate certificates representing the Rights
will be mailed to holders of record of Shares as of the close of business on the
Distribution Date.
The Poison Pill further provides that, subject to certain exceptions, at
any time prior to the close of business on the earlier of (a) the tenth day
following a public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 20% or more (or such
lower beneficial ownership threshold not less than 10% as may be established
through an amendment of the Poison Pill) of the outstanding Shares (an
"Acquiring Person"), and (b) March 31, 2000, the Wallace Board may redeem the
Rights in whole, but not in part, at a price of $.01 per Right payable in cash;
provided, however, that any election to redeem the Rights after the announcement
that a person has become an Acquiring Person must be made by a majority of the
independent members of the Wallace Board.
According to Amendment No. 2 to the Schedule 14D-9, by unanimous written
consent dated August 28, 1995, the Wallace Board 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 a majority of the Wallace Board or any
duly authorized committee thereof shall designate.
(3) The Business Combination Condition. Under the Business Combination
Condition, the acquisition of Shares pursuant to the Offer and the Proposed
Merger must have been approved pursuant to Section 203 or Moore and FRDK must be
satisfied, in their sole discretion, that the provisions of Section 203 are
otherwise inapplicable to the acquisition of Shares pursuant to the Offer and
the Proposed Merger.
Subject to certain exceptions, Section 203 provides, in effect, that if
either Moore or FRDK acquires beneficial ownership of 15% or more of the
outstanding Shares (thereby becoming an "Interested Stockholder"), neither Moore
nor FRDK, respectively, could engage in a business combination (defined to
include a variety of transactions, including mergers such as the Proposed
Merger) with Wallace or any affiliate of Wallace for three years after Moore or
FRDK, respectively, became an Interested Stockholder. The three-year prohibition
would not apply to the Offer or the Proposed Merger, if, among other things, the
Wallace Board adopts a resolution approving the Proposed Merger, provided that
such resolution is adopted prior to the date that Moore or FRDK becomes an
Interested Stockholder.
(4) The Article Ninth Condition. Under the Article Ninth Condition, the
Proposed Merger must be approved pursuant to Article Ninth, or Moore and FRDK
must be satisfied, in their sole discretion, that the provisions of Article
Ninth are otherwise inapplicable to the Proposed Merger.
Article Ninth requires that the holders of at least 80% of the combined
voting power of the outstanding stock of Wallace entitled to vote generally in
the election of directors (the "Voting Stock") approve mergers and certain other
transactions involving an Interested Shareholder unless either (i) the
transaction is approved by a majority of the members of the Wallace Board and
certain of their successors that are not affiliated with such Interested
Shareholder and its affiliates and that were directors prior to the time that
the Interested Shareholder became an Interested Shareholder (the "Disinterested
Directors"), or (ii) certain specified price criteria and procedural
requirements are met.
For the purposes of Article Ninth, an "Interested Shareholder" is defined
as any person (other than Wallace, or any subsidiary, or any profit-sharing,
employee stock ownership or other employee benefit plan of Wallace or any
subsidiary) who (i) is the beneficial owner of Voting Stock representing more
than 20% of the combined voting power of the Voting Stock, or (ii) is an
affiliate of Wallace and at any time within the prior two-year period was the
beneficial owner of Voting Stock representing more than 20% of the combined
voting
17
<PAGE> 19
power of the then outstanding Voting Stock, or (iii) is an assignee of or has
succeeded to any shares of Voting Stock in a transaction not involving a public
offering which were at any time within the prior two-year period beneficially
owned by an Interested Shareholder.
The 80% affirmative stockholder vote would not be required if either (i)
the transaction has been approved by a majority of the Disinterested Directors
or (ii) certain specified price criteria and procedural requirements are met.
THE FOREGOING IS A SUMMARY OF THE POISON PILL, SECTION 203 AND ARTICLE
NINTH AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE THERETO.
The Offer is also subject to other terms and conditions which are described
in the Offer to Purchase and the related Letter of Transmittal, copies of which
are available from the Agent at the address and telephone numbers set forth on
the back cover of this Proxy Statement. Moore and FRDK urge you to obtain a copy
of the Offer to Purchase, the Letter of Transmittal and the other Offer
documents.
In the Offer to Purchase, Moore and FRDK requested the Wallace Board to
satisfy: (i) the Rights Condition by redeeming the Rights or amending the
"Poison Pill" to make the Rights inapplicable to the Offer; (ii) the Business
Combination Condition by adopting a resolution approving the Offer and the
Proposed Merger for the purposes of Section 203; and (iii) the Article Ninth
Condition by approving the Proposed Merger pursuant to Article Ninth of the
Restated Certificate of Incorporation. To Moore and FRDK's knowledge, the
Wallace Board has to date refused to take any such action.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or telecopier or
in person. Solicitations may be made by directors, officers and employees of
Moore or FRDK, none of whom will receive additional compensation for such
solicitations. Moore and FRDK have requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all their solicitation materials
to the beneficial owners of the Shares they hold of record. Moore and FRDK will
reimburse these record holders for customary clerical and mailing expenses
incurred by them in forwarding these materials to their customers.
FRDK has retained MacKenzie Partners, Inc. (the "Agent") for solicitation
and advisory services in connection with the solicitation, for which the Agent
is to receive a fee not in excess of $200,000, together with reimbursement for
its reasonable out-of-pocket expenses. Moore and FRDK have also agreed to
indemnify the Agent against certain liabilities and expenses, including
liabilities and expenses under the Federal securities laws. The Agent will
solicit proxies for the Annual Meeting from individuals, brokers, banks, bank
nominees and other institutional holders. It is anticipated that the Agent will
employ approximately 50 persons to solicit stockholders for the Annual Meeting.
Certain information about directors and officers of Moore, FRDK and its
advisors who may also assist in soliciting proxies, is set forth in the attached
Schedule I.
The entire expense of soliciting proxies for the Annual Meeting is being
borne by Moore and FRDK. Moore and FRDK may seek reimbursement for such expenses
from Wallace, but do not expect that the question of such reimbursement will be
submitted to a vote of stockholders. Costs incidental to this solicitation of
proxies include expenditures for printing, postage, legal, accounting, public
relations, advertising and related expenses and are expected to be approximately
$750,000; costs incurred to the date of this Proxy Statement are approximately
$50,000.
If the Moore Nominees are elected, Moore and FRDK may seek to cause the
Moore Nominees to have Moore and FRDK reimbursed by Wallace for all expenses
paid or incurred, or for which Moore and FRDK or any of their respective
affiliates may otherwise be liable, in connection with this proxy solicitation
and the proposed acquisition of Wallace, including, without limitation, the fees
paid or to be paid to Lazard Freres or Dominion. See "BACKGROUND OF PROPOSED
ACQUISITION AND SOLICITATION."
18
<PAGE> 20
If Moore or FRDK should withdraw, or materially change the terms of, this
solicitation of proxies prior to the Annual Meeting, Moore and FRDK will
supplement this Proxy Statement or otherwise publicly disseminate information
regarding such withdrawal or change.
OTHER INFORMATION
Certain information regarding Shares held by Wallace's directors, nominees,
management and other 5% stockholders is contained in the Wallace Proxy Statement
and is incorporated herein by reference.
Information concerning the date by which proposals of security holders
intended to be presented at the next annual meeting of stockholders of Wallace
must be received by Wallace for inclusion in Wallace's Proxy Statement and form
of proxy for that meeting is contained in the Wallace Proxy Statement and is
incorporated herein by reference.
Each of Moore and FRDK assumes no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to Wallace public filings.
PLEASE INDICATE YOUR SUPPORT OF THE MOORE NOMINEES AND THE STOCKHOLDER
RESOLUTIONS BY COMPLETING, SIGNING AND DATING THE ENCLOSED GOLD ANNUAL MEETING
PROXY CARD AND RETURNING IT PROMPTLY TO MACKENZIE PARTNERS, INC., 156 FIFTH
AVENUE, NEW YORK, NEW YORK 10010 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
MOORE CORPORATION LIMITED
FRDK, INC.
November 10, 1995
19
<PAGE> 21
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF MOORE, FRDK AND THEIR
ADVISORS THAT MAY PARTICIPATE IN THE SOLICITATION OF PROXIES
The name, business address, and present principal occupation or employment
of each of the directors and executive officers of Moore, FRDK and its advisors
that may participate in the solicitation of proxies are set forth below. Unless
otherwise indicated, the principal business address of each director or
executive officer of Moore and FRDK is, 1 First Canadian Place, Suite 7200,
Toronto, Ontario M5X 1G5, Canada.
DIRECTORS AND EXECUTIVE OFFICERS OF MOORE
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------------------------------- ------------------------------------------
<S> <C>
Reto Braun....................................... Chairman of the Board, President, and
Chief Executive Officer.
Stephen A. Holinski.............................. Senior Vice President and Chief Financial
Officer.
Joseph M. Duane.................................. Vice President and General Counsel.
Shoba Khetrapal.................................. Vice President and Treasurer.
Hilda Mackow..................................... Vice President Communications.
Janice McKenzie.................................. Senior Analyst, Corporate Secretarial.
Joan M. Wilson................................... Vice President and Secretary.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF FRDK
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------------------------------- ------------------------------------------
<S> <C>
Joseph M. Duane.................................. Director, Chairman and President.
Stephen A. Holinski.............................. Director, Vice President and Treasurer.
Joan M. Wilson................................... Director, Vice President and Secretary.
</TABLE>
ADVISORS OF MOORE AND FRDK
<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
- ------------------------------------------------- ------------------------------------------
<S> <C>
Representatives Employed by Lazard Freres(1)
Gerald Rosenfeld................................. Managing Director.
Mark McMaster.................................... Vice President.
Representatives Employed by Dominion(2)
John Budreski.................................... Vice President, Equity Division.
</TABLE>
- ---------------
(1) The principal business address of any employees of Lazard Freres & Co. LLC
listed above is: Lazard Freres & Co. LLC, 30 Rockefeller Plaza, New York,
New York 10020.
(2) The principal U.S. business address of the employee of RBC Dominion
Securities listed above is: RBC Dominion Securities Corporation, 180 Maiden
Lane, 20th Floor, New York, New York 10038.
S-1
<PAGE> 22
IMPORTANT
Your proxy is important. No matter how many Shares you own, please give
Moore and FRDK your proxy FOR the election of the Moore Nominees and FOR
approval of the Stockholders Resolutions by:
MARKING the enclosed GOLD Annual Meeting proxy card,
SIGNING the enclosed GOLD Annual Meeting proxy card,
DATING the enclosed GOLD Annual Meeting proxy card and
MAILING the enclosed GOLD Annual Meeting proxy card TODAY in the envelope
provided (no postage is required if mailed in the United States).
If you have already submitted a proxy to Wallace for the Annual Meeting,
you may change your vote to a vote FOR the election of the Moore Nominees or FOR
the Stockholder Resolutions by marking, signing, dating and returning the
enclosed GOLD proxy card for the Annual Meeting, which must be dated after any
proxy you may have submitted to Wallace. Only your latest dated proxy for the
Annual Meeting will count at such meeting.
If you have any questions or require any additional information concerning
this Proxy Statement or the proposal by Moore to acquire Wallace, please contact
MacKenzie Partners, Inc. at the address and telephone number set forth below. IF
ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR
SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE GOLD ANNUAL MEETING PROXY
CARD.
LOGO
156 Fifth Avenue
New York, New York 10010
Tel: (212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
S-2
<PAGE> 23
GOLD
PROXY WALLACE COMPUTER SERVICES, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY
MOORE CORPORATION LIMITED AND FRDK, INC.
The undersigned stockholder of Wallace Computer Services, Inc.
("Wallace") hereby appoints Joseph M. Duane, Stephen A. Holinski,
and Joan M. Wilson, and each of them, each with full power of
substitution, to vote all shares of Common Stock of Wallace that the
undersigned is entitled to vote if personally present at the 1995
Annual Meeting of Stockholders of Wallace Computer Services, Inc. to
be held on December 8, 1995, and at any adjournments or
postponements thereof. The undersigned hereby revokes any previous
proxies with respect to the matters covered by this Proxy.
MOORE AND FRDK, INC. RECOMMEND A VOTE FOR PROPOSALS 1, 3, 4 AND 5
AND MAKE NO RECOMMENDATION WITH RESPECT TO PROPOSAL 2.
(Please mark each proposal with an "X" in the appropriate box)
1. ELECTION OF DIRECTORS:
Election of Curtis A. Hessler, Albert W. Isenman, III and Robert P.
Rittereiser (collectively, the "Moore Nominees").
<TABLE>
<S> <C>
/ / FOR all Moore Nominees except for as marked below / / WITHHOLD AUTHORITY for all Moore Nominees
</TABLE>
(INSTRUCTION: To withhold authority to vote for one or more
nominees, mark FOR above and print the name(s) of the person(s)
with respect to whom you wish to withhold authority in the space
provided below.)
_______________________________________________________________________
2. Ratification of Appointment of Arthur Andersen LLP as Independent
Public Accountants.
/ / FOR / / AGAINST / / ABSTAIN
3. To remove all members of the Board of Directors of Wallace other
than the Moore Nominees, if then directors.
/ / FOR / / AGAINST / / ABSTAIN
4. Amendment to bylaws of Wallace to fix the number of directors at
five.
/ / FOR / / AGAINST / / ABSTAIN
5. Amendment to bylaws of Wallace repealing each provision of the
bylaws or amendment thereto adopted without approval of the
Wallace stockholders subsequent to February 15, 1995 and prior to
the approval of this Proposal.
/ / FOR / / AGAINST / / ABSTAIN
Please sign and date on reverse side
<PAGE> 24
6. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND AT ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE PROVIDED (IF NO ENVELOPE IS ENCLOSED, PLEASE
MAIL TO MACKENZIE PARTNERS, INC., 156 FIFTH AVENUE, NEW YORK, NEW
YORK 10010).
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
MARKED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKING IS MADE,
THIS PROXY WILL BE DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSALS 1,
3, 4 AND 5 AND TO ABSTAIN FROM VOTING ON PROPOSAL 2.
_____________________________
(Signature)
_____________________________
(Signature, if held jointly)
_____________________________
(Title)
Dated:_______________________
When shares are held by joint
tenants, both should sign.
When signing as
attorney-in-fact, executor,
administrator, trustee,
guardian, corporate officer
or partner, please give full
title as such. If a
corporation, please sign in
corporate name by President
or other authorized officer.
If a partnership, please sign
in partnership name by
authorized person.
PLEASE SIGN, DATE AND MAIL PROMPTLY.
<PAGE> 1
Hilda Mackow
Vice President, Communications
Moore Corporation Limited
(416) 364-2600
Lissa Perlman
Kekst and Company
(212) 593-2655
MOORE CORPORATION COMMENCES PROXY SOLICITATION TO REPLACE WALLACE BOARD
TORONTO (November 13, 1995) -- Moore Corporation Limited (TSE, ME, NYSE: MCL)
reported that it has mailed its proxy solicitation materials to shareholders of
Wallace Computer Services (NYSE: WCS) soliciting their votes in connection with
Wallace's December 8 Annual Meeting. At the Annual Meeting Moore will seek to
elect three directors to Wallace's Board. Moore will also seek shareholder votes
on three proposals: one seeking to remove all current members of the Wallace
Board; a second seeking to reduce the size of the Wallace Board to five seats;
and, a third seeking to rescind certain bylaw amendments adopted by Wallace's
Board without shareholder approval.
On Monday, November 6, Moore announced that 73.5% of Wallace's shares had been
tendered into Moore's $60 cash per share tender offer.
The full text of a letter mailed with Moore's proxy materials follows:
November 10, 1995
Dear Wallace Shareholder:
We are pleased to enclose for your consideration Moore Corporation Limited's
proxy materials and GOLD proxy card relating to the annual meeting of Wallace
Computer Services, Inc. scheduled for December 8, 1995.
Despite the fact that 73.5% of Wallace's shares were tendered into Moore's $60
per share offer, Wallace's Board continues to call our all cash, fully-financed
offer "inadequate". Furthermore, the Wallace Board still refuses to meet with us
and keeps in place their "poison pill" that prevents us from purchasing the
tendered shares.
Moore is asking you once again for your support, this time to replace the three
Wallace Board nominees up for reelection with the candidates nominated by Moore.
Even if you have already tendered your shares, you must still vote the GOLD
proxy card to support Moore's $60 offer.
<PAGE> 2
Moore Corporation Commences Proxy Solicitation To Replace Wallace Board
Page 2 of 3
Moore has also introduced three proposals: one seeking to remove all current
members of the Wallace Board; a second seeking to reduce the size of the Wallace
Board to five seats; and, a third seeking to rescind certain bylaw amendments
adopted by Wallace's Board without shareholder approval.
We need your support to obtain the 80% "FOR" vote needed to enact our first two
shareholder proposals. Your vote is very important, no matter how many shares
you own. We urge you to voice your opinion by voting "FOR" Moore's nominees and
"FOR" our three proposals. Otherwise, the Wallace Board can continue to hide
behind its "poison pill" and ignore the message sent by the overwhelming
majority of its shareholders.
REMEMBER -- EVEN IF YOU HAVE ALREADY TENDERED YOUR SHARES, YOU MUST VOTE YOUR
SHARES IN SUPPORT OF OUR NOMINEES AND PROPOSALS IN ORDER FOR MOORE TO PROCEED
WITH ITS OFFER.
Please take a moment to vote your GOLD proxy card today. If you have questions
about voting your shares, please call MacKenzie Partners, Inc. toll-free at
(800) 322-2885.
It is time to turn our energies to charting the future of our combined companies
- -- for the benefit of customers, employees and shareholders.
Thank you for your continued support of our effort to combine Wallace and Moore.
Sincerely,
Reto Braun
Chairman & CEO
Wallace's Annual Meeting is to be held at 10:00 a.m. (Chicago time) on Friday,
December 8, 1995, at the Grand Ballroom of the Oak Brook Marriott, Oak Brook,
Illinois. The election of Moore's director nominees requires a plurality of the
votes cast at the Meeting. Adoption of the first two stockholder resolutions, as
listed above, requires the affirmative vote of 80% of all outstanding shares.
Adoption of the third resolution requires the affirmative vote of a majority of
the shares represented and entitled to vote at the meeting.
###
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.
<PAGE> 3
Moore Corporation Commences Proxy Solicitation To Replace Wallace Board
Page 3 of 3
CERTAIN INFORMATION CONCERNING
PARTICIPANTS IN PROXY SOLICITATION
Moore Corporation Limited ("Moore") and FRDK, Inc., a wholly owned subsidiary of
Moore ("FRDK"), are soliciting proxies for the 1995 Annual Meeting of
Stockholders (the "Annual Meeting") of Wallace Computer Services, Inc.
("Wallace") in support of the election of the three nominees named below as
directors of Wallace (the "Moore Nominees") and in favor of three stockholder
resolutions that FRDK plans to introduce at the Annual Meeting. The following
information concerning the identities of the "participants" (as defined in
Instruction 3 of Item 4 of Schedule 14A promulgated by the Securities and
Exchange Commission (the "Commission")) in the proxy solicitation by Moore and
FRDK referred to above and the interests of such participants is furnished
pursuant to Rule 14a-11(b)(2) promulgated by the Commission.
The Moore Nominees are Curtis A. Hessler, Albert W. Isenman III and Robert P.
Rittereiser. In addition to Moore, FRDK and the Moore Nominees, the following
directors and executive officers of Moore and FRDK may be deemed participants in
the solicitation of proxies: Reto Braun (Chairman of the Board, President and
Chief Executive Officer of Moore), Stephen A. Holinski (Senior Vice President
and Chief Financial Officer of Moore; Director, Vice President and Treasurer of
FRDK), Joseph M. Duane (Vice President and General Counsel of Moore; Director,
Chairman and President of FRDK), Shoba Khetrapal (Vice President and Treasurer
of Moore), Hilda Mackow (Vice President Communications of Moore), Janis McKenzie
(Senior Analyst, Corporate Secretarial of Moore), Joan M. Wilson (Vice President
and Secretary of Moore; Director, Vice President and Secretary of FRDK). No
Moore Nominee or any director or executive officer of Moore or FRDK currently
owns any Shares. Moore owns 200 shares of common stock, par value $1.00 per
share (the "Shares"), of Wallace. In addition, FRDK owns 150 Shares.
In addition to the persons listed above, the following individuals may be deemed
participants in the solicitation of proxies: Lazard Freres & Co. LLC ("Lazard
Freres"), Gerald Rosenfeld (Managing Director of Lazard Freres), Mark McMaster
(Vice President of Lazard Freres), RBC Dominion Securities ("Dominion") and John
Budreski (Vice President, Equity Division of Dominion). None of the foregoing
entities or individuals currently own any Shares.
