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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
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(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:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / 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,
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ISS ENDORSES WALLACE'S DIRECTOR NOMINEES
November 1, 1996
Dear Shareholder:
Earlier this week, Institutional Shareholder Services - a shareholder
advisory firm - issued its voting recommendations pertaining to the issues
that will be voted upon at the annual meeting - only days away.
ISS has recommended that shareholders vote FOR Wallace's director nominees,
and also recommended a vote AGAINST Mr. Wyser-Pratte's proposal to opt out of
the Delaware Business Combination Statute.
The only item on Wyser-Pratte's agenda that ISS supported was his tender
offer by-law. WE CONTINUE TO STRONGLY RECOMMEND THAT YOU VOTE AGAINST THIS
PROPOSAL. We have previously outlined for you the significant problems and
negative effects this by-law is likely to have on the value of your
investment in Wallace. Additionally, we have strong conviction that it is
invalid under Delaware law, and voting for it will only encourage Mr.
Wyser-Pratte to continue harassing the company.
We ask that you please take this last opportunity to execute a WHITE
management proxy card and vote FOR Wallace's nominees for directors and
AGAINST Wyser-Pratte's by-law proposals.
Thank you for your continued support.
Sincerely,
TED DIMITRIOU BOB CRONIN
Chairman of the Board President and CEO
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VOTING INSTRUCTIONS
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1. VOTE EACH WHITE PROXY CARD RECEIVED since each account must be voted
separately. Only your latest dated proxy counts. 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 for the Board's nominees, by
signing, dating and mailing the enclosed WHITE proxy in the enclosed
envelope.
2. DATE YOUR PROXY CARD.
3. SIGN YOUR PROXY CARD exactly as your name appears on the mailing label.
4. MAIL YOUR PROXY CARD TODAY.
FAX INSTRUCTIONS
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IF YOU WISH TO FAX YOUR VOTE TO US RATHER THAN SENDING IT IN THE ENCLOSED
ENVELOPE:
1. Sign and date your proxy card.
2. Copy both sides of the proxy card.
3. Fax both sides of your copied proxy card to (212) 754 - 8300.
4. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, you need to send your
proxy card to your broker. 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., INC. (800) 662 - 5200.
