<PAGE>
<PAGE>
SOLICITATION OF PROXIES
IN CONNECTION WITH THE
1996 ANNUAL MEETING OF SHAREHOLDERS
OF
WALLACE COMPUTER SERVICES, INC.
--------------------
PROXY STATEMENT
OF
MR. GUY P. WYSER-PRATTE
Wyser-Pratte & Co., Inc.
63 Wall Street
New York, New York 10005
(212) 495-5350
--------------------
This Proxy Statement and the accompanying GOLD Annual Meeting
proxy card are furnished in connection with the solicitation of proxies by Guy
P. Wyser-Pratte ("Wyser-Pratte") of Wyser-Pratte & Co., Inc. ("WPC") to be used
at the annual meeting of shareholders of Wallace Computer Systems, Inc., a
Delaware corporation ("Wallace" or the "Company"), to be held at on Wednesday,
November 6, 1996, at local time, and any adjournments or postponements
thereof (the "Annual Meeting"). This Proxy Statement and the enclosed proxy
card are first being sent to shareholders on or about September __, 1996. The
solicitation is being made by Wyser-Pratte on behalf of Wyser-Pratte and WPC.
REASONS FOR THE PROXY CONTEST
As a result of opposition from the Company's management and Board
of Directors (the "Board"), Moore Corporation Limited ("Moore") terminated its
tender offer for the Company's stock on December 20, 1995 and abandoned its
efforts to acquire the Company on August 6, 1996. The Board resisted the Moore
offer despite the support of the offer by a majority of the company's
shareholders. This support was evidenced by the tender of a majority of the
shares of the Company's stock to Moore and the election to the Board of three
Moore nominees (the "Moore Directors") who supported the Moore offer.
Wyser-Pratte believes that the Board's resistance to the Moore
offer despite the support of the offer by a majority of the Company's
shareholders constituted a failure of the Company's corporate governance system.
To assure that such a failure does not happen again, Wyser-Pratte now solicits
your proxies (1) to elect to the Board three nominees (the "Wyser-Pratte
Nominees") who will seek to maximize shareholder value through the sale of the
Company, or alternatively, through an expanded share repurchase program, and (2)
to adopt two, separate proposals to amend the Company's By-laws (the "Proposed
By-laws") that would:
<PAGE>
<PAGE>
require the Board of Directors to terminate defensive
measures against a qualified cash tender offer after ninety
days, unless the shareholders voted to support the Board's
policy of opposition to such offer (the "Tender Offer
By-law"); and
elect not to be governed by Section 203 of the Delaware
General Corporation Law (the "Business Combination Statute")
which, subject to certain exceptions, requires a business
combination with a holder of 15% or more of the corporation's
shares to be approved by an affirmative vote of the holders of
66 2/3% of the stock not owned by such shareholder (the
"Business Combination By-law").
While the Tender Offer By-law could require the Board to terminate
defensive measures against a qualified tender offer, whether or not such offer
was advantageous for the Company's shareholders, Wyser-Pratte believes that the
adoption of such By-law is in the best interests of shareholders because the
Board could not be required to terminate defensive measures against an offer
unless the shareholders had decided that it was in their best interests to allow
the offer to proceed. See "Proposal to Amend the By-laws to Set a Time Limit on
Certain Defensive Actions Unless Approved by Shareholders." Similarly, while the
Business Combination By-law could facilitate a business combination with a 15%
or greater shareholder, whether or not the transaction was advantageous for
shareholders, Wyser-Pratte believes that the adoption of this By-law is in the
best interests of shareholders because the Business Combination Statute
discourages offers to acquire the Company's shares; and he believes that the
Delaware "entire fairness" doctrine provides adequate protection of the
interests of the other shareholders in a business combination with a controlling
shareholder. See "Proposal to Amend the By-laws to Elect not to be Governed By
the Business Combination Statute."
Moore's proxy statement for the 1995 annual meeting stated that
"the Moore Nominees support the sale of Wallace." If the Moore Directors still
support the sale of the Company, the election of the Wyser Pratte Nominees will
create a Board majority in favor of maximizing shareholder value through the
sale of the Company. However, the Moore Directors have joined the other members
of the Wallace Board in opposing both the election of the Wyser-Pratte Nominees
and the adoption of the Proposed By-laws. See "Background and Recent Events." As
a result, Wyser-Pratte does not know whether the Moore Directors still support
the sale of the Company. Subject to these uncertainties, the Wyser-Pratte
Nominees, if elected, will seek to cooperate with the Moore Directors to
maximize shareholder value through the sale of the Company. See "Proposals to Be
Considered at the Annual Meeting, 1. Election of Directors."
As directors, the Wyser-Pratte Nominees would attempt to persuade
the other directors to seek to maximize shareholder value through the sale of
the Company. The Wyser-Pratte Nominees would propose that the Board retain
investment bankers to prepare offering materials and solicit proposals to
acquire the Company for cash and/or securities. Except for these steps,
Wyser-Pratte has no specific plans for selling the
2
<PAGE>
<PAGE>
Company. Wyser-Pratte has not held any discussions or reached any arrangements
or understandings with the Moore directors regarding cooperation to sell the
Company.
PLEASE SUPPORT OUR EFFORTS TO REFORM THE COMPANY'S CORPORATE
GOVERNANCE SYSTEM AND TO MAXIMIZE SHAREHOLDER VALUE. YOU ARE URGED TO VOTE IN
FAVOR OF EACH OF THE PROPOSALS BY PROMPTLY SIGNING, DATING AND MAILING THE GOLD
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ANNUAL MEETING,
THEREFORE, DO NOT SIGN ANY PROXY THAT MANAGEMENT MAY DELIVER TO YOU.
If you have any questions concerning this Proxy Statement or need
assistance in voting your Wallace Common Stock (the "Common Stock"), feel free
to call our proxy solicitor, Mackenzie Partners, Inc. toll-free at (800)
322-2885 or Eric Longmire, Senior Managing Director of WPC, at (212) 495-5357.
BACKGROUND AND RECENT EVENTS
A little over one year ago, on July 30, 1995, Moore made a tender
offer to purchase all of the outstanding shares of Wallace common stock,
together with the associated preferred stock purchase rights, (the "Shares"), at
a price of $56 per share.
Two weeks later, on August 15, 1995 the Board concluded that the
Moore offer was inadequate, not in the best interests of the Company and the
shareholders and that, in the light of the Company's future prospects, the
interests of shareholders would be best served by the Company remaining
independent.
Then, on October 12, 1995 the Moore tender offer was amended to
increase the price to $60 per share in cash (the initial and amended Moore
tender offers are collectively referred to as the "Offer").
On October 17, 1995 the Board reached the same conclusions
regarding the Offer at $60 per share and the policy of independence that they
had reached in considering the Offer at $56 per share.
Notwithstanding the Board's conclusions, approximately 73.5% of
the Shares were tendered to Moore and not withdrawn as of November 3, 1995; and
approximately 62.9% of the Shares were still tendered to Moore and not withdrawn
as of December 12, 1995. Furthermore, five days later at the Annual Meeting of
shareholders held on December 8, 1995 the shareholders elected to the Board
three individuals who had been nominated by Moore and, according to Moore's
proxy statement, were committed to taking such steps as were necessary to permit
the Offer and a subsequent merger with Moore to proceed.
3
<PAGE>
<PAGE>
On December 4, 1995, the United States District Court for the District
of Delaware issued its opinion in the litigation between Moore and Wallace. The
Court found that "the Moore tender offer posed a threat to Wallace that
shareholders, because they are uninformed, will cash out before realizing the
fruits of the substantial technological innovations achieved by Wallace," and
that the Board response to this threat of shareholder action was reasonable
because "shareholders, at the time of the Moore offer, were unable to appreciate
the upward trend in Wallace's earnings . . ." The Court found further that the
Board's refusal to redeem the poison pill was not coercive or preclusive,
because the board's decision did not discriminate among shareholders and would
"have no effect on the success of the proxy contest."
Shortly thereafter, Moore determined that as a result of continued
opposition from the Company's management and Board, the conditions to the Offer
could not be satisfied and on December 20, Moore terminated the Offer, but
stated that it remained interested in acquiring the Company.
On August 6, 1996 Moore announced that it would not pursue an
acquisition of the Company. On August 7, 1996, Wyser-Pratte notified the Company
of his intention to nominate Guy P. Wyser-Pratte, William M. Frazier and W.
Michael Frazier (the "Wyser-Pratte Nominees") for election as directors at the
Company's Annual Meeting.
On August 19, 1996 Wyser-Pratte filed preliminary proxy materials
with the Securities and Exchange Commission to solicit proxies from the
Company's shareholders for the Annual Meeting.
On September 5, 1996 Wyser-Pratte received a letter, signed by
all the Wallace directors, stating that the Board would unanimously recommend
that the shareholders vote against the Wyser-Pratte Nominees and Wyser-Pratte's
proposals for shareholder action.
Finally, on September 18, 1996, Wallace filed its preliminary
proxy materials with the Securities and Exchange Commission. These materials
included the statements that the Tender Offer By-law is "invalid" and that if it
is adopted by the Shareholders at the Annual Meeting, the Tender Offer By-law
will "not be given any effect by the Company." Wyser-Pratte believes that these
statements are false and misleading because the courts have not resolved the
extent to which such shareholder-adopted by-laws may limit the authority of the
board of directors to oppose, or to adopt or employ defensive measures against,
takeover bids. See "Proposal to Amend The By-laws to Set a Time Limit on Certain
Defensive Actions Unless Approved by Shareholders." On September 20, 1990,
Wyser-Pratte commenced an action in the United States District Court for the
Northern District of Illinois by filing a complaint against the Company,
seeking, among other things, to enjoin Wallace from further violating the
Securities and Exchange Act of 1934,
4
<PAGE>
<PAGE>
and seeking a declaratory judgment that the Tender Offer By-law is valid as a
matter of Delaware law.
The closing price of the Shares on the New York Stock Exchange on
September -, 1996, before giving effect to the Company's July 29 , 1996
two-for-one stock split (the "Stock Split") was $------.
YOU HAVE A SAY IN THE FUTURE OF YOUR INVESTMENT
EXPERCISE THAT RIGHT AND VOTE FOR THE WYSER-PRATTE NOMINEES AND
FOR THE WYSER-PRATTE PROPOSALS
PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING
1. ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
Wyser-Pratte believes that the response of management and the
Board to the Moore acquisition proposal and the Offer represented a failure of
the Company's corporate governance system.
In tendering a majority of the Shares to Moore and electing the
Moore Directors, the shareholders showed that a majority of the shareholders
were opposed to the Board's policy of independence and did not consider the
Offer coercive or hostile to the interests of shareholders.
Despite this demonstration of Shareholder sentiment, the Board
continued to oppose the Offer and ultimately succeeded in defeating it, thereby
acting toward the shareholders in a manner that Wyser-Pratte considers hostile
and coercive. The Board refused Moore's invitation to enter into acquisition
negotiations, resisted the Offer, conducted litigation in opposition to the
Offer and refused to satisfy the conditions to the Offer.
The Court in the litigation between Moore and Wallace found that
the Board's refusal to redeem the poison pill was not coercive or preclusive,
because the board's decision did not discriminate among shareholders and would
"have no effect on the success of the proxy contest. See "Background and Recent
Events." With all due respect to the Wallace court, Wyser-Pratte believes that
where, as here, a company has a staggered board, the ability to solicit proxies
for the election of directors is not an effective remedy for the Board's
obstruction of a tender offer, because a prospective acquiror must maintain its
interest and continue its efforts through two annual meetings in order to gain
control through proxy solicitations.
The Board opposed the Moore offer--at a cost of approximately
$10,117,000 to the Company--despite the fact that the original offering price of
$56 a
5
<PAGE>
<PAGE>
share (subsequently increased to $60) represented an 84% premium over the
Company's share price on February 24, 1995 when Moore first contacted Wallace
about an acquisition, and 42% over the 30-day average closing price, immediately
prior to the tender offer, according to a letter from Moore to the Company. The
Company conducted a classic "just say no" defense, a policy that the
Shareholders sharply repudiated by tendering a majority of the Shares to Moore
and electing the Moore Directors. Wyser-Pratte believes it was wrong for the
Board not to seek other more advantageous alternatives to the Offer. He also
believes that the actions of management and the Board with respect to the Offer
represent an egregious example of management entrenchment and demonstrate an
unwillingness to take actions to enhance shareholder value for all shareholders
when such actions conflict with management's interest in remaining in power.
The Wallace Board currently consists of nine directors, three
of whose terms will expire at the Annual Meeting. Wyser-Pratte believes that
seven of these directors--- Messrs. Richard F. Doyle, William N. Lane, III, John
C. Pope and Neele E. Stearns, Jr., as well as the Moore Directors, Messrs.
Curtis A. Hessler, Albert W. Isenman, III and Robert P. Rittereiser--are
"independent directors" based on the definition of an independent director as
one who has not within five years either (i) been an officer or an employee of
the Company or any of its affiliates or (ii) personally or as an officer,
employee or member of an entity, provided goods or services to the Company as a
supplier, attorney, investment or commercial banker, or otherwise (except for
services rendered as a director) for which the Company paid consideration in
excess of $10,000 in any year. Messrs. Robert J. Cronin and Theodore Dimitriou
are not independent directors according to this definition because Mr. Cronin is
an officer of the Company and Mr. Dimitriou was an officer of the Company until
1992. If elected to the Board, the Wyser-Pratte Nominees will seek to cooperate
with the Moore Directors to maximize shareholder value through the sale of the
Company, subject to the questions that exist about whether the Moore Directors
are still in favor of the sale of the Company. See "Reasons for the Proxy
Contest."
If the Company can not be sold on terms that the Wyser-Pratte
Nominees, the other directors and the Shareholders consider advantageous,
Wyser-Pratte would attempt to persuade the other directors to expand the
Company's stock repurchase program. The Company stated in a press release dated
June 6, 1996 that the Board had "authorized the repurchase of up to $100 million
of the Company's stock. Shares would be repurchased from time to time at the
discretion of the Company at prices prevailing at the time of repurchase."
Wyser-Pratte believes that if the Company is not sold, it should repurchase at
least $200 million of its stock in a structured repurchase program, such as a
tender offer or "Dutch Auction," that would be designed to enable the Company to
purchase this amount of stock in a relatively short period of time. While the
Company would have to borrow a substantial portion of the funds for the
repurchase program, Wyser-Pratte believes that the Company could prudently incur
$200 million or more in additional debt. With a $200 million stock repurchase
program, the Company could, for example, repurchase 6,250,000 shares (13.7% of
the outstanding shares) at a price of $32 (after giving effect to the Stock-
Split) per share. At that price there would be no earnings dilution, using the
Company's own earnings projections contained in the valuation report prepared
by Goldman Sachs for the Board in connection with the Offer and assuming that
the full amount was borrowed at a
6
<PAGE>
<PAGE>
9% interest rate; and on the same assumptions the Company would have sufficient
cash flow to cover debt service on the borrowings beginning with the 1997 fiscal
year.
In addition, the Wyser-Pratte Nominees, if elected, will also
seek to have the Board review and report to shareholders on the costs that the
Company has incurred or will incur as a result of "golden parachutes" and other
contracts with management, as well as the fees that the Company has paid to its
advisors in connection with its resistance to the Offer.
ACCORDINGLY, WYSER-PRATTE PROPOSES THE ELECTION OF THE FOLLOWING NOMINEES TO
THE BOARD:
THE WYSER-PRATTE NOMINEES
<TABLE>
<CAPTION>
NAME, BUSINESS PRESENT PRINCIPAL OCCUPATION AND
ADDRESS AND AGE PRINCIPAL OCCUPATIONS DURING LAST
FIVE YEARS; DIRECTORSHIPS(I)
<S> <C>
Guy P. Wyser-Pratte (56) Mr. Wyser-Pratte is the President
Wyser-Pratte & Co., Inc. and Chief Executive Officer of
63 Wall Street Wyser-Pratte Management Company
New York, New York 10005 and WPC, companies which are
principally engaged in money
management and event
arbitrage, which he defines as
investment in securities whose
value depends on uncertain
events, such as proposed
mergers and acquisitions.
William M. Frazier (67) Mr. William M. Frazier is a
Frazier & Oxley, L.C. senior member of Frazier &
The St. James Mezzanine Oxley, Legal Corporation and
401 Tenth Street President and Chief Executive
Huntington, West Virginia 25727 Officer of the Old National
Bank of Huntington,
Huntington, West Virginia. In
1992, served as a director of
the Van Dorn Company, a
publicly owned corporation
which was sold to Crown Cork &
Seal Co., Inc. in December
1992.
W. Michael Frazier (36)ii Mr. Michael Frazier is a partner
Frazier & Oxley, L.C. of Frazier & Oxley, Legal
The St. James Mezzanine Corporation.
</TABLE>
7
<PAGE>
<PAGE>
401 Tenth Street
Huntington, West Virginia 25727
(i) Unless otherwise indicated, nominees' principal occupations have been their
principal occupations for the preceding five years. No corporation or
organization named in this table is a parent, subsidiary or other affiliate
of the Company
(ii) William M. Frazier is the father of W. Michael Frazier.
Based on currently available public information, the election of
the Wyser-Pratte Nominees as directors of Wallace requires a plurality of the
votes cast by the holders of the Shares represented in person or by proxy at the
Annual Meeting and entitled to vote in the election of directors, assuming a
quorum is present at the Annual Meeting. Thus, assuming a quorum is present, the
three persons receiving the greatest number of votes will be elected to serve as
directors until the 1999 Annual Meeting. Non-voted shares with the respect to
the election of directors will not affect the outcome of the election of
directors. Shareholders will not be able to cumulate votes for the election of
directors on Wyser-Pratte's form of proxy.
There are no arrangements or understandings between the
Wyser-Pratte Nominees and any other person pursuant to which the Wyser-Pratte
Nominees were selected as nominees. The Wyser-Pratte Nominees will receive
directors' fees upon their election as directors of the Company in accordance
with the Company's current practice. Although Wyser-Pratte has no reason to
believe that any of the Wyser-Pratte Nominees will be unable to serve as
directors, if any one or more of the Wyser-Pratte Nominees is not available for
election, the persons named on the GOLD Annual Meeting proxy card will vote for
such other nominees as may be proposed by Wyser-Pratte.
In order to give shareholders a greater voice in the governance
of the Company and to achieve a board of directors committed to the goal of
maximizing shareholder value, Wyser-Pratte recommends that you vote FOR the
proposal to elect the Wyser-Pratte Nominees.
SHAREHOLDER PROPOSALS RELATING TO THE SALE OF THE COMPANY
Wyser-Pratte believes that to maximize shareholder value, the
shareholders need to eliminate the Board's ability to block tender offers for
the Company's shares for an unlimited period of time. The history of the Company
during the past year illustrates, in Wyser-Pratte's view, the difficulty of
changing corporate policy by soliciting proxies for the election of directors in
a company with a staggered board and underscores the need for Shareholders to
take direct action through By-law amendments.
The Proposed By-laws would:
8
<PAGE>
<PAGE>
require the Board of Directors to terminate defensive
measures against a qualified cash tender offer after ninety
days, unless the shareholders voted to support the Board's
policy of opposition to such offer (the "Tender Offer By-law")
and
elect not to be governed by Section 203 of the Delaware
General Corporation Law (the "Business Combination Statute")
which, subject to certain exceptions, requires a business
combination with a holder of 15% or more of the corporation's
shares to be approved by 66 2/3% of the stock not owned by
such shareholder (the "Business Combination By-law").
Based on publicly available information, adoption of the
Resolution proposing the Tender Offer By-law requires a majority vote of the
shares of stock represented and entitled to vote at the Annual Meeting, assuming
a quorum is present at the Annual Meeting and (ii) adoption of the Resolution
proposing the Business Combination By-law requires approval by a majority of the
outstanding Shares, as provided in the Business Combination Statute. With
respect to abstentions and broker non-votes, the shares will be considered
present at the Annual Meeting, but since they are not affirmative votes for the
Resolutions, they will have the same effect as votes against the Resolutions.
While the Tender Offer By-law could require the Board to terminate
defensive measures against a qualified tender offer, whether or not such offer
was advantageous for the Company's shareholders, Wyser-Pratte believes that the
adoption of such By-law is in the best interests of shareholders because the
Board could not be required to terminate defensive measures against an offer
unless the shareholders had decided that it was in their best interests to allow
the offer to proceed. See "Proposal to Amend the By-laws to Set a Time Limit
Unless Approved by Shareholders on Certain Defensive Actions." Similarly, while
the Business Combination By-law could facilitate a business combination with a
15% or greater shareholder, whether or not the transaction was advantageous for
shareholders, Wyser-Pratte believes that the adoption of this By-law is in the
best interests of shareholders because the Business Combination Statute
discourages offers to acquire the Company's shares; and he believes that the
Delaware "entire fairness" doctrine provides adequate protection of the
interests of the other shareholders in a business combination with a controlling
shareholder. See" Proposal to Amend the By-laws to Require a Shareholder Vote on
Certain Defensive Actions."
9
<PAGE>
<PAGE>
2. PROPOSAL TO AMEND THE BY-LAWS TO SET A TIME LIMIT ON CERTAIN DEFENSIVE
ACTIONS UNLESS APPROVED BY SHAREHOLDERS
(Item 2 on Proxy Card)
Shareholders are asked to consider and vote upon a proposal to
adopt the following amendment to the Company's By-laws, which would set a time
limit on certain defensive actions unless approved by Shareholders:
"RESOLVED, that the Shareholders hereby amend the Company's
By-laws by adding a new Section 7.8, which shall read as follows:
`If a fully financed tender offer is made to purchase all the Company's
outstanding shares of Common Stock for cash at a price that is at least 25%
greater than the average closing price of such shares on the New York Stock
Exchange during the 30 days prior to the date on which such offer is first
published or sent to security holders and the Board of Directors opposes such
offer, the Board of Directors shall terminate all defensive measures against
such offer at the end of the ninetieth day after such offer is first published
or sent to security holders unless the Board of Directors' policy of opposition
to such offer is approved by a vote of a majority of the shares of Common Stock
present and entitled to vote on the subject matter at a meeting of shareholders
which is held on or before such ninetieth day and at which a quorum is present;
provided, however, that the Board of Directors shall not be required to
terminate defensive measures against such offer at the end of such ninetieth day
unless at such time the offer has an expiration date which is at least ten
business days thereafter. Notwithstanding anything to the contrary contained in
Section 2.5 of the by-laws, unless the record date for such shareholders meeting
was set prior to the date on which such offer was first published or sent to
security holders, the record date for such meeting shall be at least five
business days after the date on which the Company files its statement of
position with respect to such offer in accordance with Rule 14e-2 of the
Securities Exchange Act of 1934, as amended. At such time as it is required,
pursuant to the first sentence of this by-law, to terminate defensive measures
against such offer the Board of Directors shall redeem the outstanding Rights
under the Rights Agreement dated as of March 14, 1990 between the Company and
Harris Trust and Savings Bank, as Rights Agent, or any successor agreement.
Prior to the end of such ninetieth day, unless the Board's policy of opposition
to such offer has been approved by a shareholder vote as provided in this
by-law, the Board of Directors shall take such reasonable actions as are
necessary to preserve the possibility of satisfying the conditions to such offer
after such ninetieth day. This Section 7.8 may only be amended or repealed by a
shareholder vote pursuant to Section 7.1 of the By-laws.'
Wyser-Pratte believes that the Board's opposition to the Offer
was a failure of the Company's corporate governance system, because the Board
resisted and ultimately defeated an offer that a majority of the shareholders
supported. If a substantial offer is made to acquire a company's shares, the
shareholders, not the Board,
10
<PAGE>
<PAGE>
should have the ultimate decision on whether to accept the offer. The Tender
Offer By-law would assure that such Shareholder abuse does not happen again. If
the Board decided to oppose a fully financed cash tender offer at a premium of
at least 25% above the market price of the Shares during the preceding month,
the Board would be required to terminate all defensive measures against such
offer unless the Board's policy of opposition was approved by shareholders
within ninety days after the offer was made. The By-law follows an approach to
tender offer regulation that is followed in Canada, the United Kingdom and other
European Countries.
The By-law only applies to offers of at least a 25% premium
because Wyser-Pratte believes that a premium of this size is large enough to be
worthy of consideration by shareholders although the average acquisition premium
in Wallace's industry is higher than 25%. While there can be no assurance that
the Company will ultimately get a price higher than the initial offer, most
acquisition bids attract competition that often leads to subsequent offers at a
price higher than the initial offer or the initial bidder often raises its
price.
The By-law is limited to fully-financed offers, because
Wyser-Pratte believes that the availability of financing is the best evidence
that an offer is serious and has a reasonable chance of being completed. Offers
covered by the Tender Offer By-law are likely to be subject to conditions,
other than financing, and in some instances offers may not be completed
because of a failure to satisfy such other conditions; but Wyser-Pratte
believes that the termination of defensive measures against such offers would
not be harmful to Shareholders because the Shareholders could evaluate for
themselves the likelihood that such conditions will be satisfied and, on
the basis of such evaluation, could decide to sell, hold or tender their shares.
Wyser-Pratte believes that the provision for a Shareholder vote
assures that the By-law will not be used to facilitate coercive offers. The
Court in the Moore-Wallace litigation defined a coercive offer as "an offer
which has the effect of compelling shareholders to tender their shares out of
fear of being treated less favorably in the second stage." If a majority of the
Company's Shareholders consider an offer coercive, the Board will be able to win
Shareholder approval to continue defensive measures against the offer for more
than ninety days.
Based on his experience as an investor in target company
securities, Wyser-Pratte believes that ninety days is normally sufficient time
for a target company, seeking a higher offer, to complete the bidding process.
If, however, the Board needed more time to solicit competing offers, it would be
free under the by-law to seek Shareholder approval to continue defensive
measures for an additional period of time; just as the Board would be free to
ask Shareholders for blanket approval of defensive measures against an offer in
order to give the Board more leverage with a hostile bidder or other prospective
acquirors.
11
<PAGE>
<PAGE>
The Delaware Courts have not considered the validity of a by-law
similar to the one proposed by this Resolution. The Delaware General Corporation
Law authorizes shareholders to adopt by-laws which "may contain any provision,
not inconsistent with law or with the certificate of incorporation, relating to
the business of the corporation, the conduct of its affairs, and its rights or
powers or the rights or powers of its shareholders, directors, officers or
employees." While Wyser-Pratte believes that the Tender Offer By-law is valid,
he recognizes that the courts have not resolved the extent to which such
shareholder-adopted by-laws may limit the authority of the board of directors to
oppose, or to adopt or employ defensive measures against, takeover bids.
Accordingly, it is uncertain whether the Tender Offer By-law would survive a
court challenge.
Wyser-Pratte urges you to vote FOR the Resolution proposing the
Tender-Offer By-law to set a time limit on certain defensive actions unless
approved by Shareholders.
3. PROPOSAL TO AMEND THE BY-LAWS TO ELECT NOT TO BE GOVERNED BY THE
BUSINESS COMBINATION STATUTE
(Item 3 on Proxy Card)
Shareholders are asked to consider and vote upon the following
Resolution, amending the Company's By-laws to elect not to be governed by the
Business Combination Statute:
"RESOLVED, that pursuant to Section 203(b)(3) of the Delaware
General Corporation Law, the Shareholders hereby amend the Company's By-laws by
adding a new section 7.7 which shall read as follows:
`The corporation shall not be governed by Section 203 of the
Delaware General Corporation Law.' "
The Business Combination Statute provides, in effect, that if any
person acquires beneficial ownership of 15% or more of the Company's outstanding
shares (thereby becoming an "Interested Stockholder"), the Interested
Stockholder may not engage in a business combination with the Company for three
years thereafter, subject to certain exceptions. Among the exceptions are the
Board's prior approval of such acquisition; the acquisition of at least 85% of
the Company's shares (subject to certain exclusions) in the transaction in which
such person becomes an Interested Stockholder; and the approval of such business
combination by 66 2/3% of the outstanding stock not owned by the Interested
Stockholder. The Company's shareholders may, by a vote of a majority of the
outstanding shares, adopt an amendment to the Bylaws or Certificate of
Incorporation electing not to be governed by the Business Combination Statute.
Such amendment would become effective twelve months after adoption and would not
be
12
<PAGE>
<PAGE>
subject to amendment by the Board and would not apply to a business combination
with a person who became an Interested Stockholder prior to the adoption of such
amendment.
THE FOREGOING IS A SUMMARY OF THE BUSINESS COMBINATION STATUTE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE THERETO. THE TEXT OF THE BUSINESS
COMBINATION STATUTE IS ATTACHED HERETO AS EXHIBIT A.
Wyser-Pratte believes the Business Combination Statute is
inconsistent with the goal of maximizing shareholder value because the provision
discourages offers to acquire the Company's shares by creating obstacles to
second-stage mergers in which successful offerors acquire the remainder of the
Company's shares. The Business Combination Statute has this effect because it
requires the offeror to win the votes of a two-thirds super-majority of the
minority shareholders to approve a second-stage merger unless the offeror
acquired at least 85% of the Company's shares (subject to certain exclusions) in
the transaction in which the offeror became an Interested Shareholder or unless
such transaction was approved by the Board of Directors. If the Company were to
opt out of the Business Combination Statute, there would be no specific vote of
the minority shareholders required by statute to effect a second-stage merger.
In such event, if Moore or one of its affiliates became an Interested
Stockholder and proposed to acquire the remainder of the Company's shares in a
second-stage merger which was not subject to the Business Combination Statute,
it might be able to accomplish this transaction without the favorable vote of a
majority of the minority shareholders. As a result an acquiror (including Moore
or one of its affiliates, if Moore were to resume its efforts to acquire the
Company) might be able to accomplish a second-stage merger which was opposed by
a majority of the minority shareholders and which, such shareholders did not
believe was in their best interests.
However, Wyser-Pratte believes that the Company's remaining shareholders
would not require the protection of the Business Combination Statute, because
under Delaware law a second-stage merger with a controlling shareholder would
have to satisfy the entire fairness test. This test requires the courts to
conduct a comprehensive review of the fairness of such a transaction. Its scope
has been described by the Delaware Supreme Court in Weinberger v. UOP, Inc.:
"The concept of fairness has two basic aspects: fair dealing and fair price. The
former embraces questions of when the transaction was timed, how it was
initiated, structured, negotiated, disclosed to the directors, and how the
approvals of the directors and shareholders were obtained. The latter aspect of
fairness relates to the economic and financial considerations of the proposed
merger, including all relevant factors: assets, market value, earnings, future
prospects, and any other elements that affect the intrinsic or inherent value of
a company's stock." It is common practice for acquirors to satisfy this
requirement by conditioning a second-stage merger on approval by a majority of
the minority shareholders. In addition, if Article Ninth of the Certificate of
Incorporation applied to the second-stage merger, it might be necessary for the
acquiror either to obtain the vote of 80% of the Shares (including Shares owned
by the acquiror) in favor of the transaction, or to pay a price that was equal
to or greater than
13
<PAGE>
<PAGE>
various benchmarks including the highest price paid for any Shares purchased by
the acquiror during the two years prior to the public announcement of the
second-stage merger.
Wyser-Pratte urges you to vote FOR the Resolution proposing the
Business Combination By-law to eliminate an obstacle to the acquisition of the
Company by electing not to be governed by the Business Combination Statute.
THE MOORE OFFER AND
THE 1995 PROXY CONTEST
By letter on February 24, 1995, Moore sought to initiate
discussions of a business combination between Moore and the Company and was
advised that the Company was not interested in pursuing such discussions at that
time. On July 30, 1995, Moore announced its intention to commence a tender offer
for the Shares at a price of $56 per share. In a letter to Wallace, Moore stated
that the offer represented a 42% premium over Wallace's most recent 30-day
average closing price and an 84% premium over the Wallace share price on
February 24 when Moore first approached Wallace. The Offer was conditioned upon,
among other things, the Board's redemption of the Company's poison pill.
On August 15, 1995, the Board concluded that the Offer was
inadequate and not in the best interests of the Company and the shareholders and
that, in the light of the Company's future prospects, the interests of
shareholders would be best served by the Company remaining independent. Also on
August 15, 1995, Wallace commenced litigation opposing the Offer.
On July 31, 1995, Moore Corporation Limited ("Moore") and FRDK,
Inc. ("FRDK") commenced an action in the United States District Court for the
District of Delaware by filing a complaint (the "Moore Action") against the
Company and each of the directors of the Company, entitled Moore Corporation
Limited and FRDK, Inc. v. Wallace Computer Services, Inc., et al. The Moore
Action, as amended by the Amended and Supplemental Complaint filed on October
17, 1995, asserted, among other things, that the use of certain anti-takeover
devices and other defensive measures by the Company was not proportionate nor
within the range of reasonable responses to the tender offer made by FRDK, a
wholly owned subsidiary of Moore, to purchase all outstanding shares of common
stock of the Company, together with associated preferred stock purchase rights
(the "Rights") issued pursuant to the Rights Agreement, dated as of March 14,
1990 (the "Rights Agreement"), at a price of $60 net to the seller in cash (the
"Offer"), and was in breach of the directors' fiduciary duties to the Company's
shareholders. The Moore Action also asserted that the Offer and merger with FRDK
or another wholly-owned subsidiary of Moore (the "Proposed Merger") and proxy
solicitation complied or would comply with all applicable laws and other
obligations and sought a declaratory judgment that the Offer and the Proposed
Merger and proxy solicitation complied with all applicable laws and other
obligations.
14
<PAGE>
<PAGE>
The Moore Action sought: (i) preliminary and permanent injunctive
relief that would have prohibited the Company, its directors, officers and
certain other related parties from taking steps to impede the ability of the
Company's shareholders to consider and make their own determination as to
whether to accept the terms of the Offer or give or withhold consent to the
terms of the proxy solicitation, or taking any other action to thwart or
interfere with the Offer, the Proposed Merger or the proxy solicitation; (ii)
(a) to compel the Company's directors to redeem the Rights or amend the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed Merger,
and (b) preliminary and permanent injunctive relief that would have enjoined the
Company, its directors, officers and certain other related parties from taking
any action to implement and distribute the Rights and from taking actions
pursuant to the Rights Agreement; (iii) (a) to compel the Company's directors to
approve the Offer and the Proposed Merger for the purposes of Section 203 of the
Delaware General Corporation Law ("Section 203"), and (b) preliminary and
injunctive relief that would have enjoined the Company, its directors, officers
and certain other related parties from taking any actions to enforce or apply
Section 203 that would have interfered with the Offer; and (iv) (a) to compel
the Company's directors to approve the Offer and the Proposed Merger for
purposes of Article Ninth of the Restated Certificate of Incorporation of the
Company ("Article Ninth"), and (b) preliminary and permanent injunctive relief
that would have enjoined the Company, its directors, officers and certain other
related parties from taking any actions to enforce or apply Article Ninth that
would have interfered with the Offer.
On August 15, 1995, the Company and each of the directors of the
Company filed a Motion to Dismiss the Moore Action. On September 19, 1995, the
United States District Court for the District of Delaware denied the Motion to
Dismiss. On September 24, 1995, the Company and its directors filed an Answer
and Counterclaim in the United States District Court for the District of
Delaware in connection with the Moore Action. The counterclaim was brought
against Moore, Bidder and Reto Braun, Chairman of the Board and Chief Executive
Officer of Moore, and asserted (i) that the effect of the transactions
contemplated by the Offer to Purchase may have been substantially to lessen
competition in a relevant market and therefore violate Section 7 of the Clayton
Act, 15 U.S.C. Section 18; and (ii) that Moore, the Bidder, and Mr. Braun have
made false and misleading statements of fact in connection with the Offer and
their proxy solicitation materials. The counterclaim sought declaratory and
injunctive relief that would have enjoined (i) Moore and the Bidder from
acquiring any voting securities of the Company, and (ii) Moore, the Bidder and
Mr. Braun from acquiring any shares of Common Stock of the Company until 60 days
after they have fully complied with the Securities Exchange Act of 1934, as
amended.
On December 4, 1995, the United States District Court for the
District of Delaware issued an Order and an Opinion. The Court found that "the
Moore tender offer posed a threat to Wallace that shareholders, because they are
uninformed, will cash out before realizing the fruits of the substantial
technological innovations achieved by Wallace," and upheld the Board's defensive
measures as reasonable because "shareholders, at the time of the Moore offer,
were unable to appreciate the upward trend
15
<PAGE>
<PAGE>
in Wallace's earnings..." Pursuant to the Order and Opinion, the Court denied
Moore and the Bidder's motion for a preliminary injunction with respect to the
breach of fiduciary claim. In addition, the Court denied Moore and the Bidder's
motion to dismiss the Company's antitrust counterclaim. On January 23, 1996, the
Court entered a final judgment dismissing all claims in the action with
prejudice. On January 29, 1996, the Company filed a notice of appeal with the
District Court in order to appeal the Court's dismissal of the Company's
antitrust counterclaim described above. On August __, 1996, the United States
Court of Appeals for the Third Circuit, in light of Moore's stated decision not
to proceed with the acquisition of the Company, issued an order dismissing the
appeal as moot and remanding the action to the District Court for the dismissal
of Wallace's antitrust claim. Company. On August 22, 1996, the District Court
implemented the Third Circuit's order, dismissing the Company's antitrust claim
as moot.
In addition to the Moore Action, the Company and its directors
have been named as defendants in three purported class actions filed between
July 31, 1995 and August 3, 1995 on behalf of the public shareholders of the
Company in the Court of Chancery of the State of Delaware in and for New Castle
County. These actions are entitled Koff v. Dimitriou, et al.; Laperriere v.
Wallace Computer Services, Inc., et al.; and Pittman v. Dimitriou, et al.
(collectively, the "Shareholder Actions"). The complaints in the Shareholder
Actions contain substantially similar allegations, and allege breach of
fiduciary duty claims arising out of the proposal by FRDK to acquire the
Company. The complaints in the Shareholder Actions also seek substantially
similar relief, including declaratory and injunctive relief barring defendants
from breaching their fiduciary duties to plaintiffs and the putative class
members and from taking steps to impede any offer to acquire the Company, as
well as damages in an unspecified amount.
On September 22, 1995, the plaintiffs in the Koff and Laperriere
actions filed an Amended Class Action Complaint which, among other things,
consolidates the actions that those plaintiffs filed in the Court of Chancery of
the State of Delaware. The Amended Class Action Complaint, among other things,
seeks injunctive relief with respect to enforcement of certain amendments to the
Company's Profit Sharing Plan and Profit Sharing Trust. On November 21, 1995,
the plaintiffs in the Koff and Dimitriou actions filed a Second Amended Class
Action Complaint in the Court of Chancery of the State of Delaware. The
plaintiffs' counsel in the Shareholder Actions has extended the time in which
the Company must answer or otherwise respond to the complaint until ten days
from the date plaintiffs' counsel requests such a response.
On October 12, 1995, Moore amended the Offer to increase the cash
price for the Shares to $60 net per share. On October 17, 1995 the Board reached
the same conclusions regarding the Offer and the policy of independence at $60
per share that they had reached in considering the Offer at $56 per share. As of
November 3, 1995, a total of 16,698,706 shares, representing approximately 73.5%
of the Shares before giving effect to the Stock Split, had been validly tendered
and not withdrawn pursuant to the Offer, but the Offer was not consummated
because the Poison Pill Conditions had not been
16
<PAGE>
<PAGE>
satisfied or waived. On November 6, 1995, Moore extended the Offer until 12:00
Midnight, New York City time, on Monday December 11, 1995.
On November 10, 1995, Moore distributed a proxy statement to
Wallace shareholders soliciting proxies in connection with certain Moore
proposals to be voted on at the 1995 annual meeting of Wallace shareholders
scheduled for December 8, 1995. Moore solicited proxies for the following
proposals:
1. to elect the Moore Directors to the Board;
2. to remove all of the members of the Board other than the
Moore Directors;
3. to amend the Wallace By-laws to fix the number of directors
at five, rather than a number to be agreed upon by the Board
from time to time; and
4. to repeal each provision of the Wallace By-laws or amendments
thereto adopted without shareholder approval after February
15, 1995 and before the annual meeting, including the By-law
amendment creating a 60-day notice requirement applicable to
shareholders desiring to bring business for consideration at a
Wallace annual meeting.
The Moore Directors were elected at the 1995 annual meeting. If,
in addition, the Moore shareholder resolutions had been approved, the Moore
Directors would have constituted a majority of a five member Wallace Board, and
the Moore Directors, subject to the fulfillment of their fiduciary duties as
directors of Wallace, would have been able to take action to satisfy the Poison
Pill Conditions to enable the Offer to be consummated. However, while the Moore
shareholder resolution relating to By-law amendments adopted without shareholder
approval was approved by a vote of a majority of the Shares represented at the
meeting, the other resolutions, which required the affirmative vote of 80% of
the outstanding Shares, were not adopted. As a result, the Poison Pill
Conditions were not satisfied, and on December 20, Moore terminated the Offer,
but stated that it remained interested in acquiring the Company.
On August 6, 1996, Moore announced that it would not pursue the
acquisition of the Company.
CHANGE IN CONTROL
Based on a review of documents filed with the Securities and
Exchange Commission and other publicly available information, Wyser-Pratte
believes that the election of the Wyser-Pratte Nominees may result in a
"Material Change" within the meaning of various of the Company's employee
benefit plans and employment contracts,
17
<PAGE>
<PAGE>
thereby entitling the participants in such plans and the individual parties to
such contracts to receive various payments and benefits.
According to Amendment No. 3 to Schedule 14D-9, the Board
approved and adopted amendments on September 6, 1995 to the Wallace Computer
Services, Inc. Employee Severance Pay Plan (the "Employee Plan"), the Wallace
Computer Services, Inc. Executive Severance Pay Plan (the "Executive Pay Plan"),
the Wallace Computer Services, Inc. Executive Incentive Plan (the "Executive
Incentive Plan") and the Wallace Computer Services, Inc. Deferred
Compensation/Capital Accumulation Plans for 1990, 1991, 1993, 1994 and 1995 (the
"Deferred Compensation Plans") (the Employee Plan, the Executive Pay Plan, the
Executive Incentive Plan and the Deferred Compensation Plans are referred to
collectively as the "Benefit Plans") to increase the number of incumbent
directors that must cease to be directors before a "Material Change" shall occur
under the Benefit Plans. The amendments provide that a "Material Change" shall
be deemed to have occurred when, among other things, individuals who, as of
September 6, 1995, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of such Board; provided, however, that
any individual who becomes a member of the Board subsequent to such date whose
election, or nomination for election by the shareholders of Wallace was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be deemed to be a member of the Incumbent Board; and provided
further, that no individual whose election or initial assumption of office as a
director of Wallace occurs as a result of an actual or threatened election
contest (as such terms are used in Rule14a-11 of Regulation 14A promulgated
under the Exchange Act) with respect to the election or removal of directors, or
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall be deemed to be a member of the
Incumbent Board. The Board also approved and adopted an amendment to the
Employee Plan to provide that the amount of the severance benefit payable upon
certain terminations of employment as provided in the Employee Plan after the
occurrence of a Material Change to certain participants, as designated by the
Compensation Committee of the Board from time to time, shall be not less than
one year of Annual Compensation (as defined in the Employee Plan). On September
6, 1995, the Compensation Committee designed 37 participants for this purpose.
The Board also approved the reclassification of four employees that were not
executive officers of Wallace from Level I Participants to Level II Participants
under the Executive Pay Plan.
On September 6, 1995, the Board approved and adopted Amendment
No. 36 to the Wallace Computer Services, Inc. Profit Sharing and Retirement Plan
(the "Profit Sharing Plan") and Amendment No. 6 to the Wallace Computer
Services, Inc. Profit Sharing and Retirement Trust Agreement (the "Profit
Sharing Trust") (collectively, the "Amendments") which provide, among other
things, that (i) each plan participant is allowed to give voting instructions,
in the manner proscribed by the trustee, with respect to the number of Shares
represented by such plan participant's proportionate interest in the trust under
the Profit Sharing Plan and (ii) each plan participant is allowed to instruct
the trustee regarding how to respond to a tender offer with respect to the
numbers of
18
<PAGE>
<PAGE>
Shares represented by such plan participant's interest in the trust under the
Profit Sharing Plan. On September 6, 1995, the Board also authorized certain
officers of Wallace to appoint on behalf of Wallace and independent
institutional trustee to replace the current individual trustees under the
Profit Sharing Trust with respect to the Shares held thereunder.
On September 6, 1995, the Board approved and adopted Amendment
No. 1 ("Amendment No.1") to the Wallace Computer Services, Inc. Long-Term
Performance Plan (the "LTP Plan"), which Amendment No. 1 added a provision
relating to the treatment of awards in the event of a "Material Change." The
definition of "Material Change" as provided in the Amendment No. 1 is
substantially similar to the definition of Material Change contained in the
Employee Plan, the Executive Pay Plan and the Executive Incentive Pay Plan.
Amendment No. 1 provides, among other things, that (i) a plan participant's
accrued bonus balance under the LTP Plan would not be reduced below the amount
of the plan participant's accrued bonus balance as calculated after inclusion of
the plan participant's award, if any, for the Plan Year (as defined in the LTP
Plan) immediately preceding the Plan Year during which the Material Change
occurs and (ii) an individual who is a plan participant immediately prior to the
occurrence of a Material Change (a "Protected Participant") will be entitled to
receive payment of such participant's accrued bonus balance if, at any time
during the two-year period beginning on the date that the Material Change
occurs, the Protected Participant's employment with Wallace terminates, whether
voluntarily or involuntarily, for any reason other than for Cause (as defined in
Amendment No. 1) or on account of the Protected Participant's death or permanent
disability (in which event the Protected Participant or his or her
beneficiaries, as the case may be, are entitled to the benefits otherwise
provided by the LTP Plan).
According to Amendment No. 7 to the Schedule 14D-9, the Board
approved and adopted on September 27, 1995, Amendment No. 37 ("Amendment No.
37") to the Wallace Computer Services, Inc. Profit Sharing and Retirement Fund,
which Amendment No. 37 modified the definition of "Material Change" to be
substantially similar to the definition of Material Change contained in the
Employee plan, the Executive Pay Plan, the Executive Incentive Plan and the
LTP Plan.
The Cronin Employment Agreement provides that Mr. Cronin be paid
various payments and receive additional benefits upon the occurrence of certain
events following a "Material Change" (as defined therein).
In 1996, the Company established the Wallace Computer Services,
Inc. Benefit Trust (the "Trust") to provide for the funding of certain plans
and arrangements in the event of the occurrence of a "Material Change" (as
defined in the Trust). Under the Trust, a "Material Change" includes the
acquisition of beneficial ownership of 35% or more of the outstanding shares
of the Common Stock, the election of directors representing one-half or more
of the Company's Board of Directors of persons who were not nominated or
recommended by the incumbent Board of Directors, or the occurrence of any other
event or state of facts that the Board of Directors determines to constitute a
"Material Change" for purposes of the Trust. The election of two or more of the
Wyser-Pratte Nominees to the Board may constitute a Material Change under the
Trust. The following plans and arrangements of the Company are subject to the
Trust: the 1988, 1989, 1990, 1991, 1992, 1993, 1994, 1995, and 1996 Deferred
Compensation/Capital Accumulation Plans, the Supplemental Profit Sharing Plan,
the Supplemental Retirement Plan, the Executive Incentive Plan, the Long-Term
Performance Plan, individual pension arrangements for certain executive officers
and directors and benefits payable to retired directors under the Retirement
Plan for Outside Directors.
CERTAIN INFORMATION CONCERNING
WYSER-PRATTE
AND OTHER PARTICIPANTS
IN THE SOLICITATION
Wyser-Pratte is President and Chief Executive Officer of
Wyser-Pratte Management Company and WPC, which are principally engaged in money
management
19
<PAGE>
<PAGE>
and event arbitrage. The principal executive offices of WPC are located at 63
Wall Street, New York, New York 10005. Wyser-Pratte owns beneficially 1,057,000
shares of the Common Stock, representing approximately 2.3% of the 45,757,794
shares of Common Stock outstanding as of May 31, 1996, as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 1996,
after giving effect to the Stock Split. This includes (i) 8,000 shares owned
directly by Wyser-Pratte and (ii) 1,049,000 shares owned by investment
partnerships and other managed accounts for which affiliates of WPC are the
general partner or investment manager. In non-discretionary accounts maintained
with WPC, 44,000 shares of the Common Stock, representing less than 1% of the
outstanding shares of Common Stock, are held by clients of WPC. Neither WPC nor
Wyser-Pratte has any voting or investment power or authority with respect to
shares of Common Stock held in such accounts. Both Wyser-Pratte and WPC disclaim
beneficial ownership of such shares. Certain information about the directors and
executive officers of WPC is set forth in Schedule I attached hereto. Other than
Wyser-Pratte, no other officer of WPC owns any shares of Common Stock check. If
the Wyser-Pratte Nominees are elected, Wyser-Pratte will ask the Board to have
the Company reimburse him for costs and expenses incurred in connection with
this proxy solicitation. Wyser-Pratte does not intend to request that his
reimbursement request be submitted to a vote of shareholders.
Except as set forth in this Proxy Statement or in the Appendices
hereto, to the best knowledge of Wyser-Pratte, none of Wyser-Pratte, any of the
persons participating in this solicitation on behalf of Wyser-Pratte, the
Wyser-Pratte Nominees, and any associate of any of the foregoing persons (i)
owns beneficially, directly or indirectly, or has the right to acquire, any
securities of the Company or any parent or subsidiary of the Company, (ii) owns
any securities of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past two years, (iv)
has incurred indebtedness for the purpose of acquiring or holding securities of
the Company, (v) is or has been a party to any contract, arrangement or
understanding with respect to any securities of the Company within the past
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year or (vii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in
the Appendices hereto, to the best knowledge of Wyser-Pratte, none of
Wyser-Pratte, any of the persons participating in this solicitation on behalf of
Wyser-Pratte, the Wyser-Pratte Nominees, and any associate or immediate family
member of any of the foregoing persons has had or is to have a direct or
indirect material interest in any transaction with the Company since the
beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
None of the corporations or organizations in which the
Wyser-Pratte Nominees have conducted their principal occupation or employment
was a parent, subsidiary or other affiliate of the Company and the Wyser-Pratte
Nominees do not hold
20
<PAGE>
<PAGE>
any position or office with the Company or have any family relationship with any
executive officer or director of the Company or have been involved in any legal
proceedings of the type required to be disclosed by the rules governing this
solicitation.
VOTING RIGHTS
According the Company's Quarterly Report on Form 10Q for the
quarter ended April 30, 1996, at May 31, 1996, 45,757,788 shares of Common Stock
were outstanding and entitled to vote, after giving effect to the Stock Split.
Only holders of record as of the close of business on September 17, 1996 will be
entitled to vote at the Annual Meeting. Wyser-Pratte intends to vote all shares
of Common Stock beneficially owned by him in favor of each proposal set forth
herein.
GENERAL INFORMATION
This Proxy Statement and the accompanying GOLD Proxy Card are
first being made available to shareholders on or about September ____, 1996.
Executed Proxies will be solicited by mail advertisement, telephone, telecopier
and in person. Solicitation will be made by Wyser-Pratte and Eric Longmire,
Senior Managing Director of WPC neither of whom will receive additional
compensation for such solicitation. Proxies will be solicited from individuals,
brokers, banks, bank nominees and other institutional holders. Wyser-Pratte has
requested banks, brokerage houses and other custodians, nominees and fiduciaries
to forward all solicitation materials to the beneficial owners of the shares
they hold of record. Wyser-Pratte will reimburse these record holders for their
reasonable out-of-pocket expenses.
In addition, Wyser-Pratte has retained Mackenzie Partners, Inc.
("Mackenzie") to solicit proxies in connection with the Annual Meeting for which
Mackenzie will be paid a fee of approximately $______ and will be reimbursed for
its reasonable expenses. Mackenzie will employ approximately people in
its efforts. Costs incidental to this solicitation include expenditures for
printing, postage, legal and related expenses and are expected to be
approximately ______. The total costs incurred to date in connection with this
solicitation are not in excess of $______.
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
According to the Company's 1996 Proxy Statement, the Company will
ask shareholders to consider and vote upon the Board's nominees and a proposal
to ratify the appointment of Arthur Anderson LLP as the Company's independent
public accountants. Except as set forth in the Proxy Statement, Wyser-Pratte
is not aware of other matters to be considered at the Annual Meeting. However,
if any other matters properly come before the Annual Meeting, Wyser-Pratte will
vote his Common Stock and all proxies held by him in accordance with his
best judgment with respect to such matters. Your attention is directed to the
Company's 1996 Proxy Statement regarding the procedures for submitting proposals
for consideration at the Company's 1997 Annual Meeting.
CERTAIN OTHER INFORMATION REGARDING THE COMPANY
21
<PAGE>
<PAGE>
Shareholders are referred to the Company's 1996 Proxy Statement
with respect to the compensation and remuneration paid and payable and other
information related to the Company's officers and directors, beneficial
ownership of the Company's securities.
VOTING OF PROXY CARDS
Shares of Common Stock represented by properly executed GOLD
PROXY CARDS will be voted at the Annual Meeting as marked, and in the discretion
of the persons named as proxies on all other matters as may properly come before
the Annual Meeting, including all motions for an adjournment or postponement of
Annual Meeting, unless otherwise indicated in the Proxy Statement.
IF YOU WISH TO VOTE FOR THE PROPOSALS AND IN THE DISCRETION OF
THE PERSONS NAMED AS PROXIES ON ALL MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN
THE PROVIDED POSTAGE-PAID ENVELOPE.
REVOCABILITY OF SIGNED PROXIES
A proxy executed by a holder of the Company's Common Stock may be
revoked at any time before its exercise by sending a written revocation of such
proxy, by submitting another proxy with a later date marked on it or by
appearing in person at the Annual Meeting and voting. A written revocation must
clearly state that the proxy to which it relates is no longer effective and must
be executed and delivered prior to the time that the action authorized by the
executed proxy is taken. The written revocation may be delivered either to
Wyser-Pratte or the Secretary of the Company. Although a written revocation or
later dated proxy delivered only to Wallace will be effective, Wyser-Pratte
requests that if a written revocation or subsequent proxy also be delivered to
Wyser-Pratte so that he will be aware of such written revocation.
THE RETURN OF A SIGNED AND DATED GOLD PROXY CARD WILL FULLY
REVOKE ANY PREVIOUSLY DATED PROXY YOU MAY HAVE RETURNED. THE LATEST DATED
PROXY IS THE ONE THAT COUNTS.
YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE
SHAREHOLDERS WILL HAVE AN ADEQUATE VOICE IN THE AFFAIRS OF THE COMPANY.
PLEASE MARK, SIGN AND DATE THE ENCLOSED GOLD PROXY CARD AND RETURN IT PROMPTLY
IN THE PROVIDED POSTAGE-PAID ENVELOPE.
GUY P. WYSER-PRATTE
IF YOUR SHARES OF WALLACE COMMON STOCK ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK NOMINEE OR OTHER
22
<PAGE>
<PAGE>
INSTITUTION, ONLY IT CAN SIGN A PROXY WITH RESPECT TO YOUR COMMON STOCK.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS FOR A PROXY CARD TO BE SIGNED REPRESENTING YOUR SHARES OF COMMON
STOCK
- ----------------
If you have any questions about giving your proxy or required assistance, please
contact our proxy solicitor, Mackenzie partners, Inc. toll-free at
(800)322-2885, or Eric Longmire, Senior Managing Director of WPC at (212)
495-5357.
23
<PAGE>
<PAGE>
EXHIBIT A
203 BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS. (a)
Notwithstanding any other provisions of this chapter, a corporation shall not
engage in any business combination with any interested stockholder for a period
of 3 years following the time that such stockholder became an interested
stockholder, unless:
(1) prior to such time the board of directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder, or
(2) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or
(3) At or subsequent to such time the business combination is
approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
(b) The restrictions contained in this section shall not apply if:
(1) the corporation's original certificate of incorporation
contains a provision expressly electing not to be governed by this section;
(2) the corporation, by action of its board of directors, adopts an
amendment to its bylaws within 90 days of the effective date of this section,
expressly electing not to be governed by this section, which amendment shall not
be further amended by the board of directors.
(3) the corporation, by action of its stockholders, adopts an
amendment to its certificate of incorporation or bylaws expressly electing not
to be governed by this section, provided that, in addition to any other vote
required by law, such amendment to the certificate of incorporation or bylaws
must be approved by the affirmative vote of a majority of the shares entitled to
vote. An amendment adopted pursuant to this paragraph shall be effective
immediately in the case of a corporation that both (i) has never had a class of
voting stock that falls within any of the three categories set out in subsection
(b)(4) hereof, and (ii) has not elected by a provision in its original
certificate of incorporation or any amendment thereto to be governed by this
section. In all other cases, an amendment adopted pursuant to this paragraph
shall not be effective until 12 months after the adoption of such amendment and
shall not apply to any business
24
<PAGE>
<PAGE>
combination between such corporation and any person who became an interested
stockholder of such corporation on or prior to such adoption. A bylaw amendment
adopted pursuant to this paragraph shall not be further amended by the board of
directors;
(4) the corporation does not have a class of voting stock that is
(i) listed on a national securities exchange, (ii) authorized for quotation on
The NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders,
unless any of the foregoing results from action taken, directly or indirectly,
by an interested stockholder or from a transaction in which a person becomes an
interested stockholder;
(5) a stockholder becomes an interested stockholder inadvertently
and (i) as soon as practicable divests itself of ownership of sufficient shares
so that the stockholder ceases to be an interested stockholder and (ii) would
not, at any time within the 3 year period immediately prior to a business
combination between the corporation and such stockholder, have been an
interested stockholder but for the inadvertent acquisition of ownership;
(6) the business combination is proposed prior to the consummation
or abandonment of and subsequent to the earlier of the public announcement or
the notice required hereunder of a proposed transaction which (i) constitutes
one of the transactions described in the second sentence of this paragraph; (ii)
is with or by a person who either was not an interested stockholder during the
previous 3 years or who became an interested stockholder with the approval of
the corporation's board of directors or during the period described in paragraph
(7) of this subsection (b); and (iii) is approved or not opposed by a majority
of the members of the board of directors then in office (but not less than 1)
who were directors prior to any person becoming an interested stockholder during
the previous 3 years or were recommended for election or elected to succeed such
directors by a majority of such directors. The proposed transactions referred to
in the preceding sentence are limited to (x) a merger or consolidation of the
corporation (except for a merger in respect of which, pursuant to section 251(f)
of the chapter, no vote of the stockholders of the corporation is required); (y)
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), whether as part of a dissolution or
otherwise, of assets of the corporation or of any direct or indirect
majority-owned subsidiary of the corporation (other than to any direct or
indirect wholly-owned subsidiary or to the corporation) having an aggregate
market value equal to 50% or more of either that aggregate market value of all
of the assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the corporation; or (z) a
proposed tender or exchange offer for 50% or more of the outstanding voting
stock of the corporation. The corporation shall give not less than 20 days
notice to all interested stockholders prior to the consummation of any of the
transactions described in clauses (x) or (y) of the second sentence of this
paragraph; or
(7) The business combination is with an interested stockholder who
became an interested stockholder at a time when the restrictions contained in
this section did not apply by reason of any paragraphs (1) through (4) of this
subsection (b), provided,
25
<PAGE>
<PAGE>
however, that this paragraph (7) shall not apply if, at the time such interested
stockholder became an interested stockholder, the corporation's certificate of
incorporation contained a provision authorized by the last sentence of this
subsection (b).
Notwithstanding paragraphs (1), (2), (3) and (4) of this
subsection, a corporation may elect by a provision of its original certificate
of incorporation or any amendment thereto to be governed by this section;
provided that any such amendment to the certificate of incorporation shall not
apply to restrict a business combination between the corporation and an
interested stockholder of the corporation if the interested stockholder became
such prior to the effective date of the amendment.
(c) As used in this section only, the term:
(1) "affiliate" means a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, another person.
(2) "associate," when used to indicated a relationship with any
person, means (i) any corporation, partnership, unincorporated association or
other entity of which such person is a director, officer or partner or is,
directly or indirectly, the owner of 20% or more of any class of voting stock,
(ii) any trust or other estate in which such person has at least a 20%
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity, and (iii) any relative or spouse of such person, or any
relative of such spouse, who has the same residence as such person.
(3) "business combination," when used in reference to any
corporation and any interested stockholder of such corporation, means:
(i) any merger or consolidation of the corporation or any direct or
indirect majority-owned subsidiary of the corporation with (A) the interested
stockholder, or (B) with any other corporation, partnership, unincorporated
association or other entity if the merger or consolidation is caused by the
interested stockholder and as a result of such merger or consolidation
subsection (a) of this section is not applicable to the surviving entity;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions), except
proportionately as a stockholder of such corporation, to or with the interested
stockholder, whether as part of a dissolution or otherwise, of assets of the
corporation or of any direct or indirect majority-owned subsidiary of the
corporation which assets have an aggregate market value equal to 10% or more of
either the aggregate market value of all the assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation;
(iii) any transaction which results in the issuance or transfer by the
corporation or by any direct or indirect majority-owned subsidiary of the
corporation of any stock of the corporation or of any stock of the corporation
or of such subsidiary to the interested
26
<PAGE>
<PAGE>
stockholder, except (A) pursuant to the exercise, exchange or conversion of
securities exercisable for, exchangeable for or convertible into stock of such
corporation or any such subsidiary which securities were outstanding prior to
the time that the interested stockholder became such, (B) pursuant to a merger
under Section 251(g) of this title; (C) pursuant to a dividend or distribution
paid or made, or the exercise, exchange or conversion of securities exercisable
for, exchangeable for or convertible into stock of such corporation or any such
subsidiary which security is distributed, pro rata to all holders of a class or
series of stock of such corporation subsequent to the time the interested
stockholder became such, (D) pursuant to an exchange offer by the corporation to
purchase stock made on the same terms to all holders of said stock, or (E) any
issuance or transfer of stock by the corporation, provided however, that in no
case under (C)-(E) above shall there be an increase in the interested
stockholder's proportionate share of the stock of any class or series of the
corporation or of the voting stock of the corporation;
(iv) any transaction involving the corporation or any direct or
indirect majority-owned subsidiary of the corporation which has the effect,
directly or indirectly, of increasing the proportionate share of the stock of
any class or series, or securities convertible into the stock of any class or
series, of the corporation or of any such subsidiary which is owned by the
interested stockholder, except as a result of immaterial changes due to
fractional share adjustments or as a result of any purchase or redemption of any
shares of stock not caused, directly or indirectly, by the interested
stockholder; or
(v) any receipt by the interested stockholder of the benefit,
directly or indirectly (except proportionately as a stockholder of such
corporation) of any loans, advances, guarantees, pledges, or other financial
benefits (other than those expressly permitted in subparagraphs (i)-(iv) above)
provided by or through the corporation or any direct or indirect majority owned
subsidiary.
(4) "control," including the term "controlling," "controlled by" and
"under common control with," means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting stock, by contract, or
otherwise. A person who is the owner of 20% or more of the outstanding voting
stock of any corporation, partnership, unincorporated association or other
entity shall be presumed to have control of such entity, in the absence of proof
by a preponderance of the evidence to the contrary. Notwithstanding the
foregoing, a presumption of control shall not apply where such person holds
voting stock, in good faith and not for the purpose of circumventing this
section, as an agent, bank, broker, nominee, custodian or trustee for one or
more owners who do not individually or as a group have control of such entity.
(5) "interested stockholder" means any person (other than the
corporation and any direct or indirect majority-owned subsidiary of the
corporation) that (i) is the owner of 15% or more of the outstanding voting
stock of the corporation, or (ii) is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within the 3-year period immediately prior to the
date
27
<PAGE>
<PAGE>
on which it is sought to be determined whether such person is an interested
stockholder; and the affiliates and associates of such person; provided,
however, that the term "interested stockholder" shall not include (x) any person
who (A) owned shares in excess of the 15% limitation set forth herein as of, or
acquired such shares pursuant to a tender offer commenced prior to, December 23,
1987, or pursuant to an exchange offer announced prior to the aforesaid date and
commenced within 90 days thereafter and either (I) continued to own shares in
excess of such 15% limitation or would have but for action by the corporation or
(II) is an affiliate or associate of the corporation and so continued (or so
would have continued but for action by the corporation) to be the owner of 15%
or more of the outstanding voting stock of the corporation at any time within
the 3-year period immediately prior to the date on which it is sought to be
determined whether such a person is an interested stockholder or (B) acquired
said shares from a person described in (A) above by gift, inheritance or in a
transaction in which no consideration was exchanged; or (y) any person whose
ownership of shares in excess of the 15% limitation set forth herein in the
result of action taken solely by the corporation provided that such person shall
be an interested stockholder if thereafter such person acquires additional
shares of voting stock of the corporation, except as a result of further
corporate action not caused, directly or indirectly, by such person. For the
purpose of determining whether a person is an interested stockholder, the voting
stock of the corporation deemed to be outstanding shall include stock deemed to
be owned by the person through application of paragraph (8) of this subsection
but shall not include any other unissued stock of such corporation which may be
issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
(6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.
(7) "Stock" means, with respect to any corporation, capital stock
and, with respect to any other entity, any equity interest.
(8) "Voting stock" means, with respect to any corporation, stock of
any class or series entitled to vote generally in the election of directors and,
with respect to any entity that is not a corporation, any equity interest
entitled to vote generally in the election of the governing body of such entity.
(9) "owner" including the terms "own" and "owned" when used with
respect to any stock means a person that individually or with or through any of
its affiliates or associates:
(i) beneficially owns such stock, directly or indirectly; or
(ii) has (A) the right to acquire such stock (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise; provided, however,
that a person shall not be deemed the owner of stock tendered pursuant to a
tender or exchange offer made by such person or any of such
28
<PAGE>
<PAGE>
person's affiliates or associates until such tendered stock is accepted for
purchase or exchange; or (B) the right to vote such stock pursuant to any
agreement, arrangement or understanding; provided, however, that a person shall
not be deemed the owner of any stock because of such person's right to vote such
stock if the agreement, arrangement or understanding to vote such stock arises
solely from a revocable proxy or consent given in response to a proxy or consent
solicitation made to 10 or more persons; or
(iii) has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent as described in item (B) of clause (ii) of this paragraph), or disposing
of such stock with any other person that beneficially owns, or whose affiliates
or associates beneficially own, directly or indirectly, such stock.
(d) No provision of a certificate of incorporation or bylaw shall
require, for any vote of stockholders required by this section a greater vote of
stockholders than that specified in this section.
(e) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all matters with respect to this section.
29
<PAGE>
<PAGE>
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF WPC AND THEIR
ADVISORS THAT MAY PARTICIPATE
IN THE SOLICITATION OF PROXIES
The name, business address, and present principal occupation or
employment of each of the directors and executive officers of WPC and its
advisors and certain other employees and representatives of WPC that may
participate in the solicitation of proxies are set forth below. Unless otherwise
indicated, the principal business address of each director or executive officer
of Wyser-Pratte &Co. is, 63 Wall Street, New York, NY 10005.
PARTICIPANT DIRECTORS AND EXECUTIVE OFFICERS OF WPC.
<TABLE>
<CAPTION>
Present Office or Other
Name Principal Occupation or Employment
<S> <C>
Guy P. Wyser-Pratte President
Eric Longmire Senior Managing Director
</TABLE>
<PAGE>
<PAGE>
SCHEDULE II
The following sets forth the name, business address and the number of
shares of Common Stock of the Company owned beneficially by the participants in
this solicitation of proxies, or their associates. No shares are held of record
but not beneficially by the participants or their associates.
<TABLE>
<CAPTION>
Number of Shares of Common
Name & Stock Beneficially Owned
Business Address (September _, 1996) Percent of Common Stock
---------------- ------------------- -----------------------
<S> <C> <C>
William M. Frazier 1000(2) (3)
Frazier & Oxley, L.C.
The St. James Mezzanine
401 Tenth Street
Huntington, West Virginia 25727
W. Michael Frazier 600 (2)
Frazier & Oxley, L.C.
The St. James Mezzanine
401 Tenth Street
Huntington, West Virginia 25727
Guy P. Wyser-Pratte 1,057,000(4) 2.3
Wyser-Pratte & Co., Inc.
63 Wall Street
New York, New York 10005
</TABLE>
- --------------
(2) Mr. Frazier holds an additional 200 shares as nominee and disclaims any
beneficial ownership of these shares.
(3) Less than 1%
(4) Includes (i) 8,000 shares owned directly by Mr. Wyser-Pratte; and (ii)
1,049,000 shares owned by investment partnerships and other managed
accounts for which affiliates of WPC are the general partner or investment
manager. Another 44,000 shares are held in non-discretionary accounts at
WPC. Wyser-Pratte disclaims beneficial ownership of these shares.
<PAGE>
<PAGE>
SCHEDULE III
The following tables set forth information with respect to all
purchases and sales of Common Stock of the Company by Wyser-Pratte and his
affiliates and the Wyser-Pratte Nominees during the past two years.* Except as
set forth below, no participant in this solicitation has purchased or sold
securities of the Company within the past two years.
Shares Purchased by WPC for Non-discretionary Accounts
<TABLE>
<CAPTION>
No. of Shares
Date Purchased Price
<S> <C> <C>
08-14-95 5,000 59.1175
08-14-95 5,000 59.1175
08-14-95 2,000 59.0575
08-14-95 5,000 59.1175
08-14-95 1,000 59.1175
08-14-95 1,000 59.1175
09-13-95 10,000 58.0000
09-13-95 10,000 58.0000
09-21-95 10,000 57.1600
10-31-95 2,000 56.6875
10-31-95 1,000 56.7375
10-31-95 2,000 56.4635
10-31-95 1,000 56.7375
10-31-95 2,000 56.6875
10-31-95 2,000 56.7375
12-21-95 2,000 54.3548
12-21-95 1,000 54.3548
12-21-95 5,000 54.3548
12-21-95 5,000 54.2648
12-21-95 5,000 54.3548
12-21-95 1,000 54.3548
12-21-95 1,000 54.3548
01-11-96 11,000 53.5500
01-17-96 11,000 53.3000
01-22-96 5,000 54.7025
06-28-96 5,000 60.0132
06-28-96 10,000 60.0132
07-02-96 3,000 59.5250
07-10-96 10,000 58.7537
07-19-96 2,000 58.3500
07-22-96 4,000 57.2700
</TABLE>
- ---------------
*Shares purchased or sold before July 29, 1996 do not reflect the Stock Split.
<PAGE>
<PAGE>
Shares Sold by WPC for Non discretionary Accounts
<TABLE>
<CAPTION>
Date No. of Shares Sold Price
<S> <C> <C>
02-21-96 5,000 54.9482
04-23-96 1,000 57.4231
05-07-96 5,000 59.0480
05-08-96 2,000 58.9690
05-08-96 1,000 58.9690
05-08-96 8,000 58.9690
05-08-96 1,000 58.9590
05-08-96 2,000 59.1840
05-08-96 1,000 59.1840
05-08-96 1,000 58.9590
05-09-96 2,000 59.0383
05-09-96 5,000 59.0383
05-09-96 5,000 59.0383
05-09-96 5,000 59.0383
05-09-96 5,000 59.0383
05-09-96 5,000 59.0383
05-09-96 1,000 59.0383
05-09-96 1,500 59.0383
05-09-96 1,000 59.0383
05-09-96 1,500 59.0383
05-17-96 1,000 60.7080
05-20-96 5,000 60.6980
05-20-96 5,000 60.6980
05-20-96 5,000 60.6980
05-20-96 5,000 60.6980
05-21-96 1,000 60.6980
05-21-96 500 60.6980
05-21-96 1,000 60.6980
05-21-96 500 60.6980
05-21-96 1,000 60.6980
</TABLE>
Shares Purchased by WPC for Managed Accounts
<TABLE>
<CAPTION>
No. of Shares
Date Purchased Price
<S> <C> <C>
08-01-95 5,000 58.5200
08-09-95 7,300 59.0550
08-09-95 2,700 59.0600
08-09-95 3,400 59.0500
08-09-95 1,600 59.0700
08-09-95 2,000 59.0650
08-10-95 28,500 58.7196
08-10-95 6,100 58.7196
08-10-95 7,700 58.7146
08-10-95 3,600 58.7246
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
08-10-95 4,500 58.7246
08-11-95 25,900 58.8223
08-11-95 5,600 58.8223
08-11-95 7,000 58.8173
08-11-95 3,400 58.8273
08-11-95 4,100 58.8273
08-14-95 16,800 59.0475
08-14-95 3,900 59.0525
08-14-95 4,800 59.0425
08-14-95 2,100 59.0575
08-14-95 2,800 59.0525
08-17-95 2,500 58.8100
08-17-95 2,500 58.8100
09-06-95 4,500 58.0600
09-06-95 2,500 58.0600
09-06-95 3,000 58.0600
09-08-95 3,000 58.0600
09-08-95 10,100 58.0500
09-08-95 3,000 58.0600
09-08-95 3,100 58.0600
09-14-95 1,700 57.0300
09-14-95 4,000 57.0500
09-14-95 1,200 57.0350
09-14-95 2,100 57.0300
09-15-95 15,000 56.9262
09-15-95 6,300 56.9263
09-15-95 8,400 56.9562
09-15-95 4,200 56.9262
09-15-95 4,900 56.9263
10-26-95 9,900 57.0550
11-03-95 4,800 57.7086
11-03-95 1,800 57.7186
11-03-95 2,200 57.7386
11-03-95 400 57.7686
11-03-95 1,400 57.7236
12-21-95 42,000 54.1248
12-21-95 11,100 54.1298
12-21-95 14,800 54,1548
12-21-95 3,200 54.1348
12-21-95 7,900 54,1298
12-21-95 8,600 54.1298
01-03-96 14,400 55.5200
01-11-96 9,900 53.6804
01-11-96 5,200 53.7104
01-11-96 1,200 53.6954
01-11-96 1,400 53.6954
01-12-96 2,900 53.4692
01-12-96 2,900 53.4692
01-12-96 1,700 53.4942
01-12-96 1,000 53.4842
01-12-96 1,500 53.4792
01-15-96 3,000 53.4000
01-15-96 2,000 53.4050
01-15-96 2,000 53.4250
01-15-96 1,000 53.4150
01-15-96 1,000 53.4150
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
01-17-96 5,300 53.2700
01-17-96 2,000 53.2800
01-17-96 2,000 53.2800
01-17-96 2,500 54.0250
01-18-96 2,500 54.0250
01-18-96 8,500 54.0500
01-18-96 1,200 54.0350
01-22-96 10,500 54.6725
01-22-96 8,400 54.6725
01-22-96 4,500 54.7025
01-22-96 1,100 54.6925
01-22-96 3,400 54.6775
01-22-96 1,300 54.6875
01-23-96 3,500 54.5250
01-25-96 800 54.8397
01-25-96 28,200 54.8447
01-26-96 3,100 54.9250
05-07-96 10,443 59.1200
06-28-96 1,600 59.7932
06-28-96 2,400 59.7882
07-11-96 8,157 59.8750
07-22-96 3,100 57.3000
07-23-96 2,000 57.8625
07-26-96 9,100 57.6283
07-26-96 5,900 57.6583
07-31-96 500 29.5650
07-31-96 500 29.5650
08-09-96 20,000 27.0500
</TABLE>
Shares Sold by WPC for Managed Accounts
<TABLE>
<CAPTION>
Date No. of Shares Sold Price
<S> <C> <C>
05-06-96 5,000 59.0930
05-06-96 2,700 59.0930
05-06-96 2,300 59.0930
05-06-96 3,800 58.9430
05-06-96 5,600 58.9430
05-06-96 600 58.9430
06-06-96 100 60.4979
06-26-96 2,000 59.9780
06-26-96 4,500 59.9780
06-26-96 400 59.9780
07-31-96 500 29.4340
</TABLE>
<PAGE>
<PAGE>
Shares Purchased by Guy P. Wyser-Pratte (1)
<TABLE>
<CAPTION>
Date No. of Shares Purchased Price
<S> <C> <C>
08-14-95 2000 59.0575
10-31-95 2000 56.4635
07-22-96 4000 57.2700
</TABLE>
Shares Sold by Guy P. Wyser-Pratte
<TABLE>
<CAPTION>
Date No. of Shares Sold Price
<S> <C> <C>
05-08-95 2000 59.1835
05-08-96 1000 56.1839
05-17-96 1000 57.7079
</TABLE>
Shares Purchased by W. Michael Frazier
<TABLE>
Date No. of Shares Purchased Price
<S> <C> <C>
7-10-96 300 59.2566
</TABLE>
Shares Purchased by W. M. Frazier
<TABLE>
<CAPTION>
Date No. of Shares Purchased Price
<S> <C> <C>
7-3-96 500 60.0835
</TABLE>
(1) Wyser-Pratte's securities are contained in a margin account in the regular
course of business of a broker in connection with the purchases listed in
the table. As of September, 1996, $_____ of this indebtedness was
outstanding.
<PAGE>
<PAGE>
APPENDIX 1
GOLD PROXY
WALLACE COMPUTER SERVICES, INC.
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 6, 1996
THIS PROXY IS SOLICITED BY GUY P. WYSER-PRATTE
IN OPPOSITION TO THE WALLACE BOARD OF DIRECTORS
The undersigned shareholder of Wallace Computer Services, Inc.
("Wallace") hereby appoints _____, _____and _____, each of them with full power
of substitution, to vote all shares of Common Stock of Wallace that the
undersigned is entitled to vote if personally present at the 1995 Annual Meeting
of Shareholders of Wallace to be held on November 6, 1996, and at any
adjournments or postponements thereof as indicated below and in the discretion
of the proxies, to vote upon such other business as may properly come before the
meeting, and any adjournment or postponement thereof. The undersigned hereby
revokes any previous proxies with respect to matters covered by this Proxy.
MR. WYSER-PRATTE RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3.
1. ELECTION OF DIRECTORS: Election of Guy P. Wyser-Pratte, William W. Frazier,
W. Michael Frazier as directors whose terms expire at the Annual Meeting of
Shareholders in 1999
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for the election of one or more of
the persons nominated by Wyser-Pratte, mark FOR above and write the name(s) of
the person(s) with respect to whom you wish to withhold authority to vote below:
----------------------------------------------------------------------
2. To set a time limit on certain defensive actions unless approved by
shareholders.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To elect not to be governed by the Business Combination Statute.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO
BE A DIRECTION TO VOTE FOR PROPOSALS 1, 2, AND 3 IN THE DISCRETION OF THE
PROXIES, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
------------------------------------
(Date)
------------------------------------
(Signature)
------------------------------------
(Title)
------------------------------------
(Signature, if held jointly)
When shares are held by joint
tenants, both should sign. When
signing an attorney, executor,
administrator, trustee, guardian,
corporate officer or partner, please
give full title as such. If a
corporation, please sign in
corporate name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person. This Proxy votes all shares
held in all capacities.
PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY
S-8
<PAGE>
<PAGE>
IMPORTANT
Your proxy is important. No matter how many shares you own,
please give Wyser-Pratte your proxy FOR the election of the Wyser-Pratte
Nominees and FOR approval of the Wyser-Pratte Resolutions by:
MARKING the enclosed GOLD Annual Meeting proxy card,
SIGNING the enclosed GOLD Annual Meeting proxy card,
DATING the enclosed GOLD Annual Meeting proxy card and
MAILING the enclosed GOLD Annual Meeting proxy card TODAY in the
envelope provided (no postage is required if mailed in the United
States).
If you have already submitted a proxy to Wallace for the Annual
Meeting, you may change your vote to a vote FOR the election of the Wyser-Pratte
Nominees or FOR the Wyser-Pratte Resolutions by marking, signing, dating and
returning the enclosed GOLD proxy card for the Annual Meeting, which must be
dated after any proxy you may have submitted to Wallace. Only your latest dated
proxy for the Annual Meeting will count at such meeting.
If you have any question or require any addition information concerning this
Proxy Statement or the proposals by Wyser-Pratte, please contact Mackenzie
Partners, Inc. at the address and telephone number set forth below.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT
OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE GOLD ANNUAL
MEETING PROXY CARD.
S-9
<PAGE>
