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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WALLACE COMPUTER SERVICES, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
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1) Amount Previously Paid:
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.................................................................
2) Form, Schedule or Registration Statement No.:
14A
.................................................................
3) Filing Party:
GUY P. WYSER-PRATTE
.................................................................
4) Date Filed:
AUGUST 19, 1996
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News Release [MACKENZIE LOGO]
156 Fifth Avenue
New York, NY 10010
(212) 929-5500
FAX 212 929-0308
CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
WALLACE STOCKHOLDER WYSER-PRATTE SENDS LETTER TO WALLACE BOARD.
LOOKS FORWARD TO BY-LAW PROPOSAL PRESENTATION WITH WALLACE CEO
AT COUNCIL OF INSTITUTIONAL INVESTORS CONFERENCE ON OCTOBER 7
NEW YORK, NEW YORK, September 10, 1996 -- Guy P. Wyser-Pratte, President of
Wyser-Pratte & Co., Inc., today sent a letter to the Board of Directors at
Wallace Computer Services, Inc. (NYSE: WCS):
Mr. Wyser-Pratte also announced that he has accepted an invitation from the
Council of Institutional Investors to present his views on a by-law proposal to
permit shareholders to terminate anti-takeover measures 90 days after a
qualified offer is received by a Company. Mr. Wyser-Pratte believes that this
issue is perhaps the most important corporate governance issue facing investors
and companies not only today, but also into the future.
Mr. Wyser-Pratte understands that Mr. Bob Cronin, President and CEO of Wallace
has also been invited by the Council to present his opposing views. Mr.
Wyser-Pratte looks forward to Mr. Cronin's acceptance because an issue of this
significance merits discussion by both parties. If Mr. Cronin accepts, the
respective presentations will take place on October 7, 1996 before the Council's
membership at its annual conference in Chicago.
The text of Mr. Wyser-Pratte's September 10, 1996 letter follows:
September 10, 1996
To the Directors of Wallace Computer Services, Inc:
As you may know, the Council of Institutional Investors has invited Mr. Cronin
and myself to discuss an important by-law proposal I have submitted for the
upcoming Annual Meeting. My view on this by-law proposal -- which would allow
shareholders to terminate anti-takeover measures 90 days after a qualified offer
has been received by a company -- is straight-forward: if a company receives a
qualified acquisition proposal, then the owners of the company are the ones to
decide whether to sell or not. Why should it be otherwise and more complicated
than this? This historic by-law proposal will ensure that shareholders are the
ones to decide this issue. I look forward to our respective presentations on
this
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Wyser-Pratte & Co., Inc.
September 10, 1996 - Page Two
critical corporate governance issue.
Your letter of September 5, 1996 demonstrates that the Wallace directors still
fail to appreciate the extent of shareholder dissatisfaction with your "just say
no" defense and resulting poor record on corporate governance. You must
understand that a good corporate governance record is just as important to your
stockholders as a good operating record, if not more so. A company is always for
sale if that is what shareholders want. What is not for sale are shareholder
rights -- not even for a 13 cent dividend increase.
Given your continuing attempts to disenfranchise the Wallace shareholders, if
has become clear that shareholders must take all necessary steps to impose an
effective corporate governance discipline on this board. We also remind the
three holdover directors elected last December from Moore's slate that each of
you were elected on a specific platform. You committed to maximize the value of
Wallace through a sale of the Company for at least $30 per share on a post-split
basis. Not only was a $30 post-split offer on the table, but it was clear that a
price greater that $30 could have been achieved. The apparent change of heart of
the three Moore nominees clearly shows why staggered boards make it virtually
impossible for shareholders to change a company's board of directors, and why
the adoption of our by-law proposal is so important.
You can be certain that I will not be deterred from pursuing a path which is
clearly in the best interests of all Wallace shareholders. We cannot afford to
leave the responsibility for maximizing shareholder value to directors with
little financial stake in the Company, as the behavior of the Board following
Moore's termination of interest in Wallace so clearly demonstrates. We as
shareholders must now begin to level the corporate playing field and stop this
Board from further disenfranchising the true owners of Wallace.
Today, approximately nine months following the election of the Moore nominees,
no progress has been made to deliver on their campaign promise to maximize
value. Indeed, quite the contrary has occurred: Wallace's stock is trading well
below Moore's last -- but not least -- offer of $30 per post-split share, and
much below what I believe Moore would have been willing to pay had this board
begun negotiations. I trust that the Moore nominees will not ignore their
mandate at the upcoming elections
Furthermore, the Board has made a completely unconvincing case in an attempt to
demonstrate how well the company is performing. A fair analysis of your
just-released earnings results, if an apples-to-apples LIFO adjusted comparison
is made, reveals that the
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Wyser-Pratte & Co. Inc.
September 10, 1996 - Page Three
earnings growth argument cited by Wallace as reasons to maintain its "just say
no" defense is not being bought by the market. The company's share buyback
program and the 30% dividend increase ring as hollow victories for shareholders.
I note that since the 13 cent dividend increase, an increase of 30%, was
announced, the stock has hardly moved even in a strong market environment.
Something is wrong.
I am certain that once all the facts are considered, Wallace's shareholders will
utilize their statutory right to amend the Company's by-laws to give final power
over a value maximizing transaction to the owners. This would be an historic
milestone in the history of corporate governance.
Despite the failings of the old Board majority, I remain confident that if the
Wyser-Pratte proposals are passed by the shareholders at this year's Annual
Meeting, the independent Wallace directors -- whom ever they may be at the time
- -- will honor their fiduciary obligation to shareholders and begin to repair the
obvious breakdown in corporate governance at Wallace.
Sincerely,
/ sig /
Guy P. Wyser-Pratte
# # #
EDITOR'S NOTE:
As previously announced, Mr. Wyser-Pratte is seeking to elect three candidates
at the Wallace annual meeting currently scheduled for Wednesday, November 6,
1996.
Mr. Wyser-Pratte's by-law proposal seeks to amend the Company's bylaws to
require a shareholder vote within 60 days if the Company receives and the Board
opposes a cash tender offer (not subject to a financing condition) made for all
shares at a 25% premium or greater over the average market price of the shares
for the 30 days preceding the date of the offer. If the shareholders do not
support the Board's opposition to the offer, then the Board would be required to
terminate its opposition to the offer within thirty days after the meeting.
Mr. Wyser-Pratte's proxy materials also contain four other proposals for
shareholder approval, all of which in effect seek to maximize value directly or
through a recommendation for Board action.
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Wyser-Pratte & Co. Inc.
September 10, 1996 - Page Four
PARTICIPANT INFORMATION
Mr. Wyser-Pratte is the owner of 8,000 shares of Wallace common stock and may be
deemed to be the beneficial owner of an additional 1,049,000 common shares.
Together, these shares account for approximately 2.3% of Wallace's outstanding
common shares. Mr. Wyser-Pratte's nominees for election to the Wallace Board,
Messrs. William M. Frazier and W. Michael Frazier, are the respective beneficial
owners of 1,000 and 600 common shares. Eric Longmire, of Wyser-Pratte, is also a
participant in this solicitation.
