SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate line:
__ Preliminary Proxy Statement __ Confidential, for Use of the
__ Definitive Proxy Statement Commission Only (as Permitted)
__ Definitive Additional Materials by Rule 14a-6(e)(2)
XX Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
WALLACE COMPUTER SERVICES, INC.
------------------------------------------------
(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 line):
__ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14Aa
XX $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:
---------------------------------------------------------------------------
__ 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:
- -----------------------------------------------------------------------------
(4) Date Filed:
<PAGE>
2275 CABOT DRIVE Contact: Brad Samson/
LISLE, IL 60532-3630 Terri Sorrentino
T 630.871.7200 F 630.871.7510 Wallace 630/871-7733
WALLACE NEWS RELEASE
FOR IMMEDIATE RELEASE
Wallace Board Sends Letter To Wyser-Pratte
Lisle, Ill., September 5, 1996 -- Wallace Computer Services, Inc.
(WCS:NYSE) today released the following text of a letter being sent
from the Wallace Board of Directors to Mr. Guy Wyser-Pratte:
"Dear Mr. Wyser-Pratte:
This letter relates to your purported notice of
nomination of directors and your preliminary proxy statement
which contains certain proposals which you evidently intend
to present to the Wallace shareholders at the 1996 annual
meeting.
The Board of Directors of Wallace has met and carefully
reviewed your purported notice and annual meeting proposals.
After considering the merits of your actions, the Board has
unanimously concluded that neither the election of your
purported nominees nor the adoption of your proposals would
be in the best interests of Wallace or the shareholders, and,
accordingly, the Wallace board will unanimously recommend
that the shareholders vote for the Wallace Board's director
nominees and vote against your proposals.
- more -
<PAGE>
INFORMATION MANAGEMENT Products. Services. Solutions.
Wallace Sends Letter To Wyser-Pratte
Page Two
We are aware that, in connection with your purported notice
of nominations, you attempted to contact the three Wallace
directors who were nominated by Moore Corporation Limited at
last year's annual meeting. Your phone calls to them as well
as your preliminary proxy statement suggests that you believe
that these three directors are predisposed to supporting your
attempted proxy contest. You should be under no illusion
that you or your purported director nominees have three allies
on the Wallace Board. We want to emphasize that we are
unanimous in opposing your actions.
Very truly yours,
/s/Robert J. Cronin /s/Theodore Dimitriou
/s/Richard F. Doyle /s/Curtis A. Hessler
/s/Albert W. Isenman III /s/William N. Lane III
/s/William E. Olsen /s/John C. Pope
/s/Robert P. Rittereiser"
On September 4, Wallace reported fourth quarter and fiscal
year earnings that exceeded analysts' expectations and company
forecasts. For the full fiscal year ended July 31, sales increased
21.0 percent to $862.3 million compared to $712.8 million last year.
Before takeover expenses, net income grew 43.3 percent to $79.2
million compared to $55.3 million last year, and earnings per share
increased 41.5 percent to $1.74 compared to $1.23 for fiscal 1995.
Wallace Computer Services, Inc. is one of the nation's
largest manufacturers and distributors of information management
products, services and solutions. Founded in Chicago in 1908,
Wallace is headquartered in Lisle, Illinois with manufacturing,
distribution and sales facilities throughout the United States.
####
<PAGE>
The participants in the solicitation of proxies by Wallace Computer
Services, Inc. (the "Company") in connection with the 1996 annual
meeting may include the following directors of the Company: Robert J.
Cronin, Theodore Dimitriou, Richard F. Doyle, Curtis A. Hessler,
Albert W. Isenman III, William N. Lane III, William E. Olsen,
John C. Pope, and Robert P. Rittereiser. Employee participants may
include Bruce D'Angelo, Thomas G. Brooker, Michael O. Duffield,
Michael J. Halloran, Donald J. Hoffmann, Michael T. Leatherman,
Michael M. Mulcahy, Wayne E. Richter, Bradley P. Samson and Teresa
A. Sorrentino. All of the above persons are deemed to own
beneficially less than 2% of the outstanding shares of Common Stock
of the Company in the aggregate. For a description of certain
interests of the foregoing individuals in the solicitation, please
see the Company's Proxy Statement dated November 6, 1995 for the
Company's 1995 Annual Meeting of Stockholders.
