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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.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)
Payment of Filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[x] $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:
....................................................................
4) Proposed maximum aggregate value of transaction:
....................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act rule
0-11(a)(2) and
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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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SOLICITATION OF PROXIES
IN CONNECTION WITH THE
1996 ANNUAL MEETING OF STOCKHOLDERS
OF
WALLACE COMPUTER SERVICES, INC.
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PROXY STATEMENT
OF
MR. GUY P. WYSER-PRATTE
Wyser-Pratte & Co., Inc.
63 Wall Street
New York, New York 10005
(212) 495-5350
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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 stockholders of Wallace Computer Systems, Inc., a
Delaware corporation ("Wallace" or the "Company"), to be held at [ ], Wednesday,
November 6, 1996, at 10:00 A.M., 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 August __, 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") has terminated
its tender offer for the Company's stock and abandoned its efforts to acquire
the Company. The Board resisted the Moore offer despite the support of the offer
by a large majority of the company's stockholders.
To remedy this failure of the Company's corporate governance
system, Wyser-Pratte now solicits your proxies to elect the Wyser-Pratte
Nominees which would create a Board majority committed to the goal of maximizing
shareholder value. Wyser-Pratte also solicits your proxies to vote for a series
of resolutions (the "Wyser-Pratte Resolutions") that would curb the ability of
the Board to block advantageous offers for the Company's stock in the future.
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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 of directors of the
Company (the "Board") concluded that the Moore offer was inadequate, not in the
best interests of the Company and the stockholders 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, 73.5% of the Shares were
tendered to Moore. 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. Shortly thereafter, 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.
Finally, 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
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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.
HELP US TO CREATE AN INDEPENDENT BOARD.
ELECT THREE MORE INDEPENDENT DIRECTORS COMMITTED TO
MAXIMIZING SHAREHOLDER VALUE
The closing price of the Shares on the New York Stock Exchange on
August -, 1996, before giving effect to the Company's June 6, 1996 two-for-one
stock split (the "Stock Split") was $------. During the --- months since the
original Expiration Date of the Offer at $60 per share, the Standard & Poor's
500 Index (with dividends reinvested) had increased by---%.
PURPOSE OF THE WYSER-PRATTE PROPOSALS
As discussed, the Board has failed to maximize value and act in
the best interests of all shareholders. Last year, Moore nominated a slate of
directors who also stated they were committed to maximizing shareholder value;
and those nominees (the "Moore Directors"), were elected to the Board. None of
the Moore Directors is an employee, officer or director of Moore. The
Wyser-Pratte Nominees, if elected, together with the Moore Directors, will
comprise a majority of the Board. The Wyser-Pratte Nominees intend to seek to
put the Company up for sale and to cooperate with the Moore Directors to
maximize shareholder value.
In addition, Wyser-Pratte believes that by adopting Wyser-Pratte
Resolutions the shareholders can reduce the ability of the Board to block offers
to acquire the Company or, in the case of the non-binding, advisory resolutions,
can encourage the Board to seek to sell the Company or otherwise maximize
shareholder value.
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 73.5% of the Shares to Moore and electing the Moore
Directors, the shareholders showed that a large 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.
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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 Board took these hostile actions--at great expense to the
Company--despite the fact that the original offering price of $56 a 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. We believe it
was wrong for the Board not to seek other more advantageous alternatives to the
Offer. The Company conducted a classic "just say no" defense, a policy which the
shareholders sharply repudiated by tendering 73.5% of the Shares to Moore and
electing the Moore Directors. Wyser-Pratte 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 election of the Wyser-Pratte Nominees would create a Board
majority committed to maximizing shareholder value. The Board currently consists
of nine directors, three of whose terms will expire at the Annual Meeting.
If the Wyser-Pratte Nominees are elected to the Board, they, together with the
three Moore Directors, Albert W. Isenman, III, Curtis A. Hessler and Robert P.
Rittereiser, will comprise a majority of the Board.
The Wyser-Pratte Nominees will seek to cooperate with the Moore
Directors to maximize shareholder value. The Wyser-Pratte Nominees would seek to
have the new board explore opportunities for an acquisition of the Company on
terms advantageous to shareholders, as well as alternative means of maximizing
shareholder value such as a structured share repurchase program larger than the
Company's existing share repurchase program.
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:
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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.
William M. Frazier (67) Mr. William M. Frazier is a senior
Frazier & Oxley, L.C. member of Frazier & Oxley, Legal
The St. James Mezzanine Corporation and President and
401 Tenth Street Chief Executive Officer of the Old
Huntington, West Virginia 25727 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.
401 Tenth Street
Huntington, West Virginia 25727
</TABLE>
(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
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shares with the respect to the election of directors will not affect the outcome
of the election of directors.
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.
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, thereby entitling the participants in
such plans and the individual parties to such contracts to receive various
payments and benefits.
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, we recommend that you vote FOR the proposal to
elect the Wyser-Pratte Nominees.
THE ACQUISITION IMPEDIMENTS
The Company presently is subject to agreements and statutory and
charter provisions which the Board utilized to block the Offer and which the
Board may utilize in the future to block other advantageous acquisition
opportunities, unless these provisions are eliminated. These provisions include
(a) the Rights Agreement dated March 14, 1990 dated as of March 14, 1990 between
the Company and the Harris Trust and Savings Bank, as Rights Agent (the "Poison
Pill"), (b) Section 203 of the Delaware General Corporation Law (the "Business
Combination Statute"), and (c) Article Ninth of the Company's Certificate of
Incorporation ("Article Ninth"). The Poison Pill, Business Combination Statute
and Article Ninth are collectively referred to as the "Acquisition Impediments."
The Offer was conditioned on the Board taking actions within its power so that
the Acquisition Impediments would not apply to the Offer or a subsequent
business combination between Moore and the Company (the "Poison Pill
Conditions"). The Board refused to satisfy the Poison Pill Conditions, and Moore
withdrew the Offer.
Wyser-Pratte is proposing the resolutions included in Proposals
2, 3 and 4 to eliminate, or recommend that the Board eliminate, the Acquisition
Impediments.
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2. PROPOSAL TO URGE THE BOARD OF DIRECTORS TO ELIMINATE THE COMPANY'S
POISON PILL
(Item 2 on Proxy Card)
Shareholders are asked to consider and vote upon a proposal to
adopt the following non-binding, advisory resolution recommending that the Board
eliminate the Company's poison pill:
"RESOLVED, it is recommended that the Board of Directors
eliminate the Company's "poison pill" by redeeming all the outstanding Rights
pursuant to Section 23 of the Rights Agreement dated as of March 14, 1990
between the Company and Harris Trust and Savings Bank, as Rights Agent. The
redemption of the Rights under the Rights Agreement shall be effective ninety
days after an offer (not subject to a financing condition) has been made to
acquire all of the Company's outstanding shares."
The Poison Pill provides that upon the occurrence of certain
events, including the acquisition by a person or group of associated or
affiliated persons of 20% of the Company's shares (which threshold may be
reduced to not less than 10% by the Board), the Company will distribute various
rights to its shareholders. These rights, under certain circumstances, would
entitle shareholders of the Company other than such person or group to purchase
shares of the Company's stock having a market value equal to twice the purchase
price or, if the Company were acquired in a business combination, to purchase
shares of the acquiror's stock having a market value equal to twice the purchase
price. Wyser-Pratte believes that because of these provisions, it would not be
economically feasible for a potential acquiror of the Company to purchase more
than the threshold amount of the Company's shares unless the Board facilitated
such acquisition by redeeming the Poison Pill. The Board may redeem the Poison
Pill prior to the tenth business day following an announcement that such a
person or group has exceeded such threshold level of share ownership. The
resolution provides for the redemption of the Poison Pill but delays the
effectiveness of the redemption until ninety days after an offer (not subject to
a financing contingency) has been made to acquire all the Shares; so that if
such an offer is made, the Board has an opportunity to seek an alternative
transaction at a higher price.
THE FOREGOING IS A SUMMARY OF THE POISON PILL AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE THERETO.
Wyser-Pratte believes that the Board could use the Poison Pill to
block future offers to acquire the Company, as they used it to block the Offer;
and, therefore, proposes this Resolution to enable the shareholders to express
to the Board the belief that the Poison Pill should be eliminated because it is
a major obstacle to the acquisition of the Company and is generally inconsistent
with the goal of maximizing shareholder value.
Based on publicly available information, the adoption of this
resolution requires a majority of the votes cast by the holders of the Shares
represented in person or by proxy and entitled to vote at the Annual Meeting,
assuming a quorum is present at the Annual Meeting.
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Wyser-Pratte urges you to vote FOR the Resolution to recommend
that the Board redeem the Poison Pill.
3. PROPOSAL TO URGE THE BOARD OF DIRECTORS TO SUBMIT TO SHAREHOLDER
VOTE AN AMENDMENT REPEALING ARTICLE NINTH
(Item 3 on Proxy Card)
Shareholders are asked to consider and vote upon the following
non-binding, advisory resolution recommending that the Board approve, and submit
to a Shareholder vote, an amendment repealing Article Ninth of the Company's
Restated Certificate of Incorporation.
"RESOLVED, it is recommended that the Board approve, and submit
to a Shareholder vote, an amendment repealing Article Ninth of the Company's
Restated Certificate of Incorporation."
Article Ninth requires, in effect, that the holders of at least
80% of the Company's shares approve mergers and certain other transactions
involving an Interested Shareholder (as defined below) unless either (a) the
transaction is approved by a majority of the members of the Board that are not
affiliated with the Interested Shareholder and its affiliates and that were
directors prior to the time the Interested Shareholder became an Interested
Shareholder (the "Disinterested Directors"), or (b) certain specified price
criteria and procedural requirements are met.
For purposes of Article Ninth, an "Interested Shareholder" is
defined, in effect, as any person (other than the Company, or any subsidiary, or
any profit-sharing, employee stock ownership or other employee benefit plan of
the Company or any subsidiary) who is (a) the beneficial owner of more than 20%
of the Company's shares, or (b) is an affiliate of the Company and at any time
within the prior two-year period was the beneficial owner of more than 20% of
the Company's shares, or (c) is an assignee of or has succeeded, in a
transaction not involving a public offering, to any of the Company's shares
which were at any time within the prior two-year period beneficially owned by an
Interested Shareholder. Article Ninth may be repealed by an amendment to the
Certificate of Incorporation approved by a vote of 80% of the outstanding
shares.
THE FOREGOING IS A SUMMARY OF ARTICLE NINTH AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE THERETO
Wyser-Pratte believes that the Board could use Article Ninth,
along with the other Acquisition Impediments, to block future offers to acquire
the Company, as they used the Acquisition Impediments to block the Offer; and,
therefore, proposes this Resolution to enable the shareholders to express to the
Board the belief that Article Ninth
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should be repealed because it may be an obstacle to the acquisition of the
Company and is generally inconsistent with the goal of maximizing shareholder
value.
Based on publicly available information, the adoption of this
resolution requires a majority of the votes cast by the holders of the Shares
represented in person or by proxy and entitled to vote at the Annual Meeting,
assuming a quorum is present at the Annual Meeting.
Wyser-Pratte urges you to vote FOR the Resolution to ask the
Board to submit the repeal of Article Ninth to a shareholder vote.
4. PROPOSAL TO AMEND THE BY-LAWS TO ELECT NOT TO BE GOVERNED BY THE
BUSINESS COMBINATION STATUTE
(Item 4 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 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
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Wyser-Pratte believes that the Board could use the Business
Combination Statute to block future offers to acquire the Company, as it used
the Business Combination Statute and the other Acquisition Impediments to block
the Offer; and, therefore, proposes this Resolution to enable the shareholders
to eliminate a major obstacle to the acquisition of the Company, which is
generally inconsistent with the goal of maximizing shareholder value.
This resolution shall be adopted if it is approved by a majority
of the outstanding shares, as provided in the Business Combination Statute.
Wyser-Pratte urges you to vote FOR the Resolution to eliminate a
major obstacle to the acquisition of the Company by electing not to be governed
by the Business Combination Statute.
5. PROPOSAL TO AMEND THE BY-LAWS TO REQUIRE A SHAREHOLDER VOTE ON
CERTAIN DEFENSIVE ACTIONS
(Item 5 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 add a new
Section requiring the Board to seek and abide by a shareholder vote on certain
defensive actions:
"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 cash tender offer (not subject to a financing condition) is
made to acquire all the Company's outstanding shares of Common Stock at a price
at least 25% greater than the average closing price of such shares during the 30
days prior to the date on which such offer is made, and the Board of Directors
opposes such offer (including without limitation declining to redeem the
outstanding Rights pursuant to Section 23 of the Rights Agreement dated as of
March 14, 1990 between the Company and Harris Trust and Savings Bank, as Rights
Agent (the "Rights Agreement"), or approving such offer pursuant to Section
203(a)(1) of the Delaware General Corporation Law), the Board of Directors shall
call and hold within sixty days after the date of such offer a meeting of
stockholders at which stockholders are asked to vote upon a proposal to support
the Board of Directors' policy of opposition to such offer; and if such
resolution is not approved by a vote of a majority of the votes cast for or
against such proposal at a meeting of stockholders at which a quorum is present
held within such sixty day period, the Board of Directors shall terminate its
opposition to such offer no later than thirty days after the earlier of (a) such
stockholders meeting, and (b) the end of such sixty-day period. Prior to the end
of such thirty day period, the Board of Directors shall take such reasonable
actions (including without limitation delaying the Distribution Date under the
Rights Agreement) as are necessary to preserve stockholders ability to accept
such offer. This Section 7.8 may only be amended by a stockholder vote pursuant
to Section 7.1 of the By-laws.' "
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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 large majority of the
shareholders supported. The proposed resolution would assure that such
Shareholder abuse does not happen again. If the Board decided to oppose a cash
tender offer (not subject to a financing contingency) at a premium of at least
25% above the market price of the Shares during the preceding month, the Board
would be obligated to call a shareholders meeting to vote on the Board's
opposition to such offer; and the Board would be required to abandon its
opposition unless this policy was approved by shareholders within sixty days
after the offer was made.
The By-law follows an approach to tender offer regulation that is
followed in the United Kingdom and other European countries. If a substantial
offer is made to acquire a company's shares, the shareholders, not the board
of directors, should have the ultimate decision on whether to accept the offer.
The provision for a shareholder vote assures that this provision can not be used
to facilitate coercive offers, and the total period of up to ninety days in
which the Board can continue defensive actions regardless of the shareholder
vote allows management the opportunity to seek superior alternatives to such
offer or to persuade shareholders that the Company should preserve its
independence. While cases decided under the Delaware Corporation Law have
raised questions about the authority of shareholders to bind a board of
directors in the exercise of its fiduciary duties, none of these cases has
considered the validity of a by-law seeking to require a shareholder vote on an
offer to acquire the shares of a corporation.
Based on publicly available information, the adoption of this
resolution requires a majority of the votes cast by the holders of the Shares
represented in person or by proxy and entitled to vote at the Annual Meeting,
assuming a quorum is present at the Annual Meeting.
Wyser-Pratte urges you to vote FOR the By-law amendment requiring
a shareholder vote on certain defensive actions.
6. PROPOSAL TO RECOMMEND ESTABLISHMENT OF A SPECIAL COMMITTEE OF THE
BOARD FOR MAXIMIZATION OF SHAREHOLDER VALUE
(Item 6 on Proxy Card)
Shareholders are asked to consider and vote upon a proposal to
adopt the following non-binding, advisory resolution recommending that the Board
form a committee of independent directors to review ways to maximize shareholder
value and to make recommendations to the Board with respect to such proposal:
"RESOLVED, it is recommended that the Board of Directors of
Wallace Computer Services, Inc. (the "Company") establish a committee (the
"Committee") to
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actively seek to maximize shareholder value by (a) exploring opportunities, and
considering proposals, for an acquisition of the Company on terms that are in
the best interests of the Company's shareholders or (b) recommending an
alternative transaction such as a structured share repurchase program
significantly larger than the Company's existing share repurchase program. The
Committee shall consist of four independent directors (at least one of which was
elected in each of 1995 and 1996, as long as the Board includes directors who
were elected in such years) selected by a majority vote of the entire board of
directors. An independent director means 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. The
Committee shall, at the Company's expense, retain independent legal and
financial advisors, excluding Goldman Sachs & Co. and the Company's other
existing attorneys and investment bankers. The Independent Committee will also
evaluate the accuracy of the Goldman Sachs' evaluation report entitled "Project
Greenbar," dated October 17, 1995. The Committee shall maintain reasonable
records of its activities and such records shall be open to inspection by
shareholders."
As discussed under "Election of Directors," Wyser-Pratte believes
that the actions of management and the Board with respect to the Offer represent
a failure of the Company's corporate governance system 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.
This Resolution is proposed to allow shareholders to express the
belief that the Board should be committed to the goal of maximizing shareholder
value. It is also a means for shareholders to express the view that those
persons on the Board who are also employed by the Company as executive officers
and who potentially have the most to lose in the event of an acquisition of the
Company should not play the key role in exploring the Company's acquisition
opportunities or in reviewing and negotiating any acquisition proposal for the
Company. Recognizing that an acquisition may not be the best means of maximizing
shareholder value at a particular point in time, the Resolution also authorizes
the committee to recommend an alternative transaction such as a structured share
repurchase program significantly larger than the Company's existing share
repurchase program, which is limited to 100 million shares.
On January 30, 1996, Wyser-Pratte sent a letter to Mr. Theodore
Dimitriou, Chairman of the Board of the Company, in which he stated that the
Company's investment bankers, Goldman Sachs & Co., had made "substantial errors"
in its October 17, 1995 report on the value of the Company and that these errors
"call into question the value of Goldman's report, whether Wallace's board did
in fact fulfill its duty of care and meet its responsibilities to the Wallace
shareholders, and whether Wallace filed a misleading 14-D9 and proxy statement
in connection with Moore Corp.'s hostile takeover attempt and proxy fight."
12
<PAGE>
<PAGE>
Based on publicly available information, the adoption of this
resolution requires a majority of the votes cast by the holders of the Shares
represented in person or by proxy and entitled to vote at the Annual Meeting,
assuming a quorum is present at the Annual Meeting.
Although the ultimate decision with respect to recommending a
proposal to the shareholders, or taking other steps to maximize shareholder
value, remains with the Board, we believe that a vote FOR the Resolution and the
creation of such a committee will help assure that the Board pursues the goal of
maximizing shareholder value.
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
the Poison Pill Conditions. See "The Acquisition Impediments"
On August 15, 1995, the Board concluded that the Offer was
inadequate and not in the best interests of the Company and the stockholders 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 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 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;
13
<PAGE>
<PAGE>
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 stockholder 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
stockholder resolution relating to By-law amendments 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.
On August 6, 1996, Moore announced that it would not pursue the
acquisition of the Company.
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 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
14
<PAGE>
<PAGE>
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.
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, nor 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, nor 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 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 __________________ 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.
15
<PAGE>
<PAGE>
Wyser-Pratte hereby incorporates by reference the information
contained in the Company's proxy statement regarding beneficial ownership of the
Company's Common Stock, stockholding of officers and directors and matters
relating to executive compensation.
GENERAL INFORMATION
This Proxy Statement and the accompanying GOLD Proxy Card are
first being made available to shareholders on or about August ____, 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
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 maters. Your attention is directed to the
Company's 1995 Proxy Statement regarding the procedures for submitting proposals
for consideration at the Company's 1996 Annual Meeting.
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.
16
<PAGE>
<PAGE>
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 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.
17
<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.
DIRECTORS AND EXECUTIVE OFFICERS OF WPC.(1)
<TABLE>
<CAPTION>
Present Office or Other
Name Principal Occupation or Employment
- - ---- ----------------------------------
<S> <C>
Guy P. Wyser-Pratte President
Eric Longmire Senior Managing Director
</TABLE>
- - ----------
(1) The business address for both officers of WPC is 63 Wall Street, New York,
New York 10005.
<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 and of record by the
participants in this solicitation of proxies, and their associates.
<TABLE>
<CAPTION>
Number of Shares of Common Number of Shares of Common
Name & Stock Beneficially Owned Stock Owned of Record
Business Address (August _, 1996) (August _, 1996)
---------------- ---------------- ---------------
<S> <C> <C>
William M. Frazier 1000 200(2)
Frazier & Oxley, L.C.
The St. James Mezzanine
401 Tenth Street
Huntington, West Virginia
25727
W. Michael Frazier 600
Frazier & Oxley, L.C.
The St. James Mezzanine
401 Tenth Street
Huntington, West Virginia
25727
Guy P. Wyser-Pratte 1,057,000(3) 44,000(4)
Wyser-Pratte & Co., Inc.
63 Wall Street
New York, New York 10005
</TABLE>
- - ----------
(2) Held by Mr. Frazier as nominee; Mr. Frazier disclaims beneficial ownership
of these shares.
(3) 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.
(4) Represents shares held in non-discretionary accounts at WPC of which
Wyser-Pratte disclaims beneficial ownership.
S-2
<PAGE>
<PAGE>
SCHEDULE III
The following tables set forth information with respect to all
purchases and sales of Common Stock of the Company by WPC for general customers
and managed accounts, respectively. Except as specifically set for below, no
participant in this solicitation has purchased or sold securities of the Company
within the past two years.
<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 2,000 56.4635
10-31-95 2,000 56.6875
10-31-95 2,000 56.7375
12-21-95 2,000 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
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>
S-3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Date No. of Shares Sold Price
---- ------------------ -----
<S> <C> <C>
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 2,000 59.1840
05-08-96 1,000 59.1840
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>
<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
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
</TABLE>
S-4
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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
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
</TABLE>
S-5
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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>
<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>
S-6
<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.
13086
S-7
STATEMENT OF DIFFERENCES
The section mark shall be expressed as ss.
