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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.
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applies:
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2) Aggregate number of securities to which transaction
applies:
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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):
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News Release MACKENZIE
PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 1001
212 929-5500
FAX 212 929-0308
CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
INVESTOR GUY WYSER-PRATTE PRESENTS GROUNDBREAKING TENDER OFFER
BYLAW PROPOSAL TO COUNCIL OF INSTITUTIONAL INVESTORS, GIVING
SHAREHOLDERS FINAL AUTHORITY TO ACCEPT A PREMIUM BID.
Mails Proxy Materials Opposing Management to Wallace Shareholders
CHICAGO, IL, October 7, 1996 -- Guy P. Wyser-Pratte, President of Wyser-Pratte &
Co., Inc., in a talk before the Council of Institutional Investors in Chicago
today, presented his views on a longstanding controversial corporate governance
issue, claiming that shareholders -- not the Board or management -- have the
final authority over whether qualified, premium cash tender offers should be
accepted.
Mr. Wyser-Pratte, who has commenced a proxy contest in opposition to the
management of Wallace Computer Services, Inc. (NYSE: WCS), has included a
proposal to amend the Wallace by-laws in his proxy materials to accomplish this
objective. Mr. Wyser-Pratte's proxy materials were mailed to Wallace
shareholders commencing Friday, October 4.
Mr. Wyser-Pratte's Tender Offer By-law proposal, which will be voted upon by
shareholders at Wallace's November 6, 1996 annual meeting, works as follows: if
Wallace receives an all-cash, all-shares tender offer, with a premium at least
25% higher than the Company's average closing price for 30 trading days prior to
the bid, and the offer was opposed by the Board, then the Board would need
approval through a shareholder vote to continue its opposition for more than 90
days after the date of the offer. Otherwise, the Board would need to accept the
wishes of its shareholders and end its opposition, including the redemption of
its poison pill.
Mr. Wyser-Pratte commented, "This Tender Offer By-law proposal levels the
corporate playing field for the benefit of all investors. For far too long,
Boards and management have enjoyed an unfair advantage through their abuses of
poison pills. Originally intended to allow Boards to slow coercive two-tier
tender offers while buying time for management to search for a superior deal,
poison pills have become a convenient shield for management to hide behind,
protecting their jobs, at the expense of shareholders."
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Mr. Guy Wyser-Pratte
October 7, 1996
Page Two
"You do not find this type of corporate behavior -- or the millions spent to
litigate pills," Mr. Wyser-Pratte continued, "in major world markets such as
Canada, Great Britain, France and other Continental European exchanges. In these
countries, management must receive shareholder permission to oppose a premium
bid. It's time for United States investors to reclaim what is their proper right
as equity shareholders."
Mr. Wyser-Pratte emphasized that his quest to restore power to shareholders
would not end with the Wallace contest. "Although the Wallace Board has
committed some of the most egregious offenses against its shareholders that I
have seen in my 30 year investing career," he said, "my hope is that Wallace
will simply be a new beginning, the catalyst for shareholders of other companies
to demand the restoration of their property rights."
"There is strong support within specific provisions of the Delaware General
Corporation Law for such a by-law," Mr. Wyser-Pratte explained, "Imagine what
the effect would be on the share prices of Delaware corporations if such a
by-law could not be legally upheld. Why pay as much for a share of a company if
directors could block shareholders from selling their share to the highest
bidder?"
"Wallace shareholders, as the first group to be presented with such a proposal,"
Mr. Wyser-Pratte concluded, "have a unique opportunity to make corporate
governance history and to send an unprecedented message to corporate America
that democratic principles must apply to business as well as to politics."
Wyser-Pratte and Co., Inc. is a New York City investment firm specializing in
special situations and merger arbitrage.
The Council of Institutional Investors, a trade organization based in
Washington, DC, has several hundred leading corporate, public and union pension
funds, money managers and investment firms among its membership.
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NOTE TO EDITORS: For a copy of Mr. Wyser-Pratte's proxy materials, please
contact MacKenzie Partners, Inc. at (800) 322-2885.
