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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WALLACE COMPUTER SERVICES, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
.................................................................
2) Aggregate number of securities to which transaction
applies:
.................................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
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CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
WYSER-PRATTE FILES COMPLAINT AGAINST WALLACE COMPUTER SERVICES
Claims Violations of Federal and Delaware Law
NEW YORK, NEW YORK, September 20, 1996 -- Guy P. Wyser-Pratte, President of
Wyser-Pratte & Co., Inc., announced today that he has filed a complaint against
Wallace Computer Services, Inc. (NYSE: WCS) in Federal District Court for the
Northern District of Illinois.
Mr. Wyser-Pratte's lawsuit alleges, among other things, that Wallace has
violated Federal securities laws by publicly disseminating false and misleading
statements in its preliminary proxy materials.
Specifically, the complaint alleges that Wallace has falsely declared "invalid"
and would refuse to enact if approved by stockholders a by-law amendment
to be submitted by Mr. Wyser- Pratte for consideration by shareholders at
Wallace's upcoming annual meeting scheduled for November 6, 1996.
The complaint further states that Wallace's position -- that it would not enact
the by-law even if approved by stockholders -- is an illegal action under
Delaware law and that Wallace seeks to mislead it shareholders by pretending
otherwise.
Mr. Wyser-Pratte's by-law proposal, if enacted, would require the Board of
Directors to obtain stockholder approval of any decision to sustain Board
opposition past a 90-day period for any qualified, premium, all cash, all shares
tender offer. If stockholder approval is not obtained, the Board would have to
cease its opposition to the offer.
Significantly, nothing in the proposed by-law purports to limit the Board's
ability to oppose a premium offer by persuading stockholders that the offer is
not in their best interests or by seeking a higher, better offer. In fact, the
proposal facilitates free and frank discussion as well as the pursuit of
alternative proposals by providing a 90-day period in which to seek stockholder
approval. The proposed by-law merely requires the involvement of the
stockholders -- on whose behalf the Board purports to act -- in the decision to
reject a qualified premium offer.
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Wyser-Pratte & Co., Inc.
September 20, 1996
Page Two
Mr. Wyser-Pratte commented, "This by-law proposal seeks to restore to
stockholders their fundamental right - recognized in jurisdictions around the
world - to decide whether to sell their shares in response to a qualified
premium offer. Wallace's vehement opposition and proclamation that it would not
adopt the by-law even if properly enacted only demonstrates the importance of
this proposal."
"I believe," Mr. Wyser-Pratte continued, "that Wallace's misrepresentations in
it proxy materials seeks to rig the election and avoid a fair stockholder vote
upon this matter. Wallace further seeks to deceive its stockholders into
believing that they are powerless to enact this by-law proposal -- a clear
violation of Delaware law which should be properly addressed by the Court."
The Wyser-Pratte complaint seeks both to halt Wallace's campaign of
misrepresentations and a declaration of Wallace's obligation to follow a
duly-enacted by-law.
# # #
NOTE TO EDITORS: For a copy of Mr. Wyser-Pratte's complaint, please
contact Stan Kay at MacKenzie Partners, Inc. at
800/322-2885.
PARTICIPANT INFORMATION
Mr. Wyser-Pratte is the owner of 8,000 shares of Wallace common stock and may be
deemed to be the beneficial owner of an additional 1,049,000 common shares.
Together, these shares account for approximately 2.3% of Wallace's outstanding
common shares. Mr. Wyser-Pratte's nominees for election to the Wallace Board,
Messrs. William M. Frazier and W. Michael Frazier are the respective beneficial
owners of 1,000 and 600 common shares. Eric Longmire, of Wyser-Pratte, is also a
participant in this solicitation
