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[LOGO]
156 Fifth Avenue
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
CONTACT
Stanley J. Kay
Mackenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
WALLACE STOCKHOLDER NYSER-PRATTE FILES PRELIMINARY
PROXY MATERIALS TO REPLACE INCUMBENT DIRECTORS
NEW YORK, NEW YORK, August 19, 1996 -- Guy P. Wyser-Pratte, President of
Wyser-Pratte & Co., Inc., announced today that he has filed preliminary proxy
materials with the U.S. Securities and Exchange Commission in opposition to the
Board of Directors of Wallace Computer Services, Inc. (NYSE: WCS). As previously
announced, Mr. Wyser-Pratte is seeking to elect three candidates at the Wallace
annual meeting currently scheduled for Wednesday, November 6, 1996. These
nominees, if elected, would create, along with the three Moore Corporation Ltd's
nominees elected last year, a Board majority committed to the goal of maximizing
the value of Wallace for the benefit of all shareholders.
Mr. Wyser-Pratte's proxy materials also contain five proposals for shareholder
approval, all of which seek to maximize value directly or through a
recommendation for Board action.
One proposal seeks to amend the Company's bylaws to require a shareholder vote
within 60 days if the Company receives and the Board opposes a cash tender offer
without a financing condition and with at least a 25% premium over the average
market price of the shares for the 30 days preceding the date of the offer.
If the shareholder vote does not support the Board's opposition to the offer,
then the Board would be required to terminate its opposition and in the meantime
would be required to take all steps necessary to preserve the shareholders'
ability to accept the offer.
This bylaw would also permit the Board to take defensive measures against the
offer for up to a total of 90 days to give the Board an opportunity to seek
superior offers for the Company's shares.
Mr. Wyser-Pratte commented, 'Passage of this bylaw amendment would guarantee
that the owners of a Company -- the shareholders -- and not the directors or
management be the final arbiters about what is in their best interests. Under
such a bylaw, Wallace would no longer be able to employ a 'just say no' defense
as it did with Moore's offer last year, in which nearly 75% of the shares were
tendered to Moore and three Moore nominees were elected to the Wallace Board,
facts apparently dismissed by the Wallace Board.'
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Mr. Guy P. Wyser-Pratte
August 19, 1996
Page Two
'We believe this bylaw amendment,' Mr. Wyser-Pratte continued, 'is the ultimate
antidote to the poison pill defense, and to any other defense a Company's Board
and management might choose to employ to entrench themselves and disenfranchise
shareholders. This model bylaw correctly places with shareholders the power to
decide whether a fully-financed takeover bid with at least a 25% premium should
be accepted or rejected. The Company's Board will be charged with making its
case to the shareholders and ultimately carrying out their wishes.'
Other proposals submitted by Mr. Wyser-Pratte include:
.. a proposal to recommend the establishment of a Special Committee of the Board
to explore ways to maximize shareholder value, including a sale of the
Company.
.. a proposal to urge the Board of Directors to eliminate the Company's 'poison
pill';
.. a proposal to urge the Board of Directors to submit to shareholder vote an
amendment to repeal Article Ninth of the Company's bylaws, concerning the 80%
supermajority requirement to approve certain mergers.
.. a proposal to amend the bylaws to opt out of the business combination statute
in Section 203 of the Delaware General Corporation law, which requires an
interested shareholder, defined as a holder of 15% or more of the Company's
shares, not to engage in a business combination with the Company for as long
as three years thereafter, with certain exceptions.
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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. Messrs. William M. Frazier and W. Michael Frazier are the
respective beneficial owners of 1,000 and 600 common shares.
