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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
[X] Definitive Additional Materials
[ ] 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:
.................................................................
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:
.................................................................
5) Total fee paid:
.................................................................
[X] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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CONTACT:
Stan Kay
MacKenzie Partners, Inc.
212/929-5940
FOR IMMEDIATE RELEASE:
LEADING INDEPENDENT SHAREHOLDER ADVISORY FIRM ENDORSES
WYSER-PRATTE TENDER OFFER BY-LAW PROPOSAL IN WALLACE PROXY CONTEST
NEW YORK, NEW YORK, OCTOBER 30, 1996 -- Wyser-Pratte & Co., Inc. announced today
that Institutional Shareholder Services, Inc. has recommended that its clients
vote for a Tender Offer By-law amendment sponsored by Wyser-Pratte at the
contested Wallace Computer Services, Inc. (NYSE: WCS) Annual Meeting scheduled
for Wednesday, November 6, 1996.
The Tender Offer By-law amendment proposal requires shareholder approval if the
Wallace Board of Directors were to oppose a qualified, all-cash tender offer for
more than 90 days following the commencement of the offer. With the proposed
By-law in place, the Board would not be able to unilaterally "just say no" for
more than 90 days, without the approval of shareholders.
Institutional Shareholder Services (I.S.S.), based in Bethesda, Maryland, is a
leading independent advisor to several hundred institutional investors and
provides voting recommendations for proxy contests, corporate governance
proposals and other shareholder related issues.
The I.S.S. report states that "We recommend a vote FOR the by-law proposal. We
think the paramount issue raised... is the right of shareholders as the true
owners of the company to ultimately determine whether they can sell their shares
at a given price when presented with the opportunity."
The ISS report continues, "...shareholders on average have more to lose by not
having the right to decide for themselves the worthiness of an offer" and "...as
demonstrated by the circumstances surrounding Wallace over the past year,
shareholders have gained little from the company's rejection of the Moore bid
and its refusal to negotiate with the bidder."
ISS listed many benefits in its 25 page report to its clients as reasons for
supporting this proposal. Among those stated were the following:
"Shareholders can evaluate offers independently and judge for themselves
whether they wish to accept an offer without undue interference by the
board."
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Wyser-Pratte & Co., Inc.
October 30, 1996
Page Two
"In this instance, Wallace could end up with a higher valuation through
a new tender offer that might not otherwise occur if the company's
defensive shields remain in place."
"The proposal affords an ample period of time for the board to negotiate
or seek the best possible offer once it had been presented to
shareholders."
Guy Wyser-Pratte, President of Wyser-Pratte & Co., commented, "We are delighted
that our Tender Offer By-law proposal has been endorsed by the one of the
leading advisory firms that recommends how institutional shareholders should
vote in contested proxy situations. Such a third-party endorsement gives
independent credibility to the efficacy of our proposal and we hope that all
shareholders will heed the results of ISS's thorough, independent analysis and
vote FOR our proposal in accordance with ISS's recommendation."
"I would also like to point out," Mr. Wyser-Pratte continued, "that the ISS
report criticizes the Goldman Sachs valuation calculation which formed the basis
for Goldman's advice to reject the Moore offer. ISS criticizes Goldman for
basing its price-earnings multiple on the market price of the stock the day
prior to the announcement of the Moore bid when the market price appears to have
been artificially inflated by rumors of the bid."
"We strongly believe", Mr. Wyser-Pratte concluded, "that Goldman Sachs, for the
10 million dollar fee it charged Wallace, should provide flawless work. The ISS
critique of Goldman's valuation calculations also demonstrates that shareholders
should have the opportunity to review and correct if necessary, the studies the
Board relies upon for its decision to reject or accept an offer. Clearly,
mistakes can and have occurred to the detriment of shareholder value."
Mr. Wyser-Pratte added that though he was disappointed that ISS did not support
the Wyser-Pratte nominees or the business combination statute proposal, he
encouraged all shareholders to "send a messsage to the Board by voting FOR our
nominees and FOR the proposal to opt out of Delaware's business combination
statute to complete the process of shareholders taking back its rightful power
to control the future direction of Wallace Computer."
Wyser-Pratte and Co., Inc. a New York City investment firm specializing in
special situations and event arbitrage, is the beneficial owner of 1,057,000
Wallace common shares, or about 2.3% of the Company.
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