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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 / /
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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WALLACE COMPUTER SERVICES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
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):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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OCTOBER 22, 1996
<TABLE>
<S> <C>
DEAR SHAREHOLDER: YOUR VOTE COUNTS. In the first week of November you
will be making important decisions regarding the future
of your Company.
On November 6, shareholders will be electing three
directors to serve for three years on the Wallace
Board. This is a long-term commitment that demands
qualified, experienced and dedicated individuals who
can share a vision to help Wallace continue to grow as
it has in the past. Your Company's nominees share this
vision.
This is no place for candidates such as those proposed
by Mr. Wyser-Pratte--a takeover stock speculator who is
waging a disruptive proxy fight. We believe that Mr.
Wyser-Pratte and his nominees are unqualified and
represent the self-serving interests of a minority of
the shareholders. Your Board unanimously recommends
that you REJECT Mr. Wyser-Pratte's nominees and
proposals.
We strongly urge you to VOTE THE WHITE MANAGEMENT proxy
card and elect candidates that are HERE FOR THE LONG-
TERM AND FOR YOU.
YOUR VOTE DOES COUNT. Keep Wallace strong and growing.
YOUR BOARD--COMMITTED TO Your Board is unanimous in its commitment to generating
GROWTH long term growth and value by reinvesting in plants,
equipment, systems and people. Evidence of the success
of this strategy are the W.I.N.-TM- and Select
Services-Registered Trademark- programs, as well as the
Company's other strategic growth initiatives, which
have fueled growth across all product lines.
</TABLE>
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<TABLE>
<S> <C>
LOOK AT THE GROWTH Despite the distractions of the Moore takeover attempt
in 1996, we are proud that our employees met the
challenge and set new records in financial performance.
We are pleased to report that results for our fiscal
year ending July 31, 1996 exceeded analysts' and our
own forecasts. The charts below illustrate that growth.
</TABLE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
SALES (IN THOUSANDS)
<S> <C>
92 $511,572
93 $545,315
94 $588,173
95 $712,838
96 $862,287
</TABLE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
EARNINGS PER SHARE
<S> <C>
92 $0.88
93 $0.92
94 $1.08
95 $1.23
96 $1.60
</TABLE>
<TABLE>
<S> <C>
DIVIDEND INCREASED 30% Reflecting these record results, your Board approved a
- --THE 25TH 30% increase in the annual dividend rate, to 56 cents
CONSECUTIVE YEAR per share, which represents the 25th consecutive year
in which the dividend has been raised. The first
quarterly dividend of 14 cents will be paid on December
20, 1996.
</TABLE>
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EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DIVIDENDS PER SHARE
<S> <C>
92 $0.27
93 $0.29
94 $0.32
95 $0.37
96 $0.43
97* $0.56
*Dividend rate approved by Board of Directors
</TABLE>
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<TABLE>
<S> <C>
KEEP WALLACE GROWING We have begun fiscal 1997 with tremendous momentum--
and we urge you to keep Wallace growing. Carefully con-
sider the qualifications, the experience and the
commitment of the individuals you elect to your Board.
Vote the WHITE proxy card for your Company's nominees
and against Mr. Wyser-Pratte's proposals.
YOUR VOTE IS IMPORTANT Please vote your WHITE proxy card today and mail it
using the enclosed postage-paid envelope, EVEN IF YOU
PREVIOUSLY HAVE SIGNED AND SENT IN ONE OR MORE WHITE
CARDS. Only your latest dated proxy card will be
counted. We are asking you to return new WHITE cards
from time to time to reconfirm your vote and help us
track the voting as we get closer to the annual
meeting.
Thank you for your continued support.
Sincerely,
</TABLE>
[SIG] [SIG]
TED DIMITRIOU BOB CRONIN
Chairman of the Board President and CEO
IMPORTANT!
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD. PLEASE VOTE
EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST BE VOTED
SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARD SENT TO YOU BY MR.
WYSER-PRATTE, NOT EVEN AS A VOTE OF PROTEST.
3. EVEN IF YOU HAVE SENT A GOLD PROXY CARD TO MR. WYSER-PRATTE, YOU HAVE
EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND VOTE AS
RECOMMENDED BY WALLACE BY SIGNING, DATING AND MAILING THE ENCLOSED
WHITE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
4. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER
NOMINEE, PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE
THE WHITE PROXY CARD AS RECOMMENDED BY WALLACE.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR
PROXY SOLICITOR:
MORROW & CO. AT (800) 662-5200
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