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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 / /
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 240.14a-11(c) or 240.14a-12
WALLACE COMPUTER SERVICES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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OCTOBER 12, 1996
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DEAR SHAREHOLDER: Your Company's annual meeting will be held early next month.
Your vote is critical to the future direction of Wallace.
Your Company faces a disruptive proxy contest being waged by
a New York takeover stock speculator, Guy Wyser-Pratte.
Your Board unanimously recommends that you REJECT Mr. Wyser-
Pratte's proposals and nominees; we believe that his
proposals would severely limit your Company's ability to
defend shareholders against unfair and coercive acquisition
attempts. In addition, we feel that Mr. Wyser-Pratte and his
two other nominees for director are unqualified and
represent the self-serving interests of a minority of the
stockholders.
WALLACE HAS DELIVERED Despite the distractions of the hostile bid and Moore
EXTRAORDINARY GROWTH litigation, Wallace's fiscal 1996 results exceeded both
analysts' and the Company's own forecasts. For the fiscal
year ended July 31, 1996:
- Net earnings rose 32%
- Sales increased 21%
Reflecting these strong results, your Board approved a 30%
increase in the dividend, which represents the 25th
consecutive year in which the dividend has been raised.
Wallace's financial year results are the product of a
dedicated, independent and well-qualified Board of Directors
and our family of more than 4,100 hard-working Wallace
employees.
MR. WYSER-PRATTE WOULD BE A Keep in mind that the three people you elect at this year's
DISRUPTIVE ELEMENT meeting will hold office for three years. We urge you to
carefully weigh the experience, commitment and loyalty of
the people you vote for.
Your Board is UNANIMOUS in its belief that the Wyser-Pratte
nominees (Mr. Wyser-Pratte, Mr. William Frazier and Mr. W.
Michael Frazier) represent a disruptive element and that
they will pursue their own self-serving agenda. More
importantly, we believe these nominees lack the essential
skills needed as directors of a company in the fiercely
competitive industries in which Wallace competes.
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THE WYSER-PRATTE NOMINEES Mr. Wyser-Pratt's fellow nominees are a father-son team of
LACK EXPERIENCE lawyers from West Virginia, comprising two-thirds of a small
law firm involved in general civil practice. Judging by Mr.
Wyser-Pratte's proxy material, we believe these "nominees"
are no more than place holders with nothing to contribute to
the Wyser-Pratte campaign and certainly nothing to
contribute to Wallace.
Neither of these nominees - nor Mr. Wyser-Pratte - sit on
the board of a publicly held company or have any familiarity
with Wallace's industry.
Mr. Wyser-Pratte's agenda is obvious. He does not serve the
interests of all shareholders; rather, we believe, he
represents the interests of a small group of short-term
speculators. We believe that Mr. Wyser-Pratte would prove to
be a disruptive influence on your Board - not a constructive
one.
MR. WYSER-PRATTE'S Mr. Wyser-Pratte has wrapped his two proposals in the
PROPOSALS ARE NOT IN American flag and thereby hopes to get you to vote his way.
THE BEST INTERESTS OF He has stated that his two "corporate governance" proposals
SHAREHOLDERS AND MAKE represent "...the best spirit of American corporate
WALLACE MORE VULNERABLE democracy...." A closer look at his own proxy material
reveals a different story.
In his proxy statement, Mr. Wyser-Pratte discloses:
"...it is possible that under the Tender Offer By-law the
Board would lose the power to take defensive measures
against an offer that was NOT in the best interests of
Shareholders." (EMPHASIS ADDED.)
"...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...." (EMPHASIS ADDED.)
"The By-law...applies to offers of at least a 25%
premium...although the average acquisition premium in
Wallace's industry is higher than 25%."
"...circumstances could arise in which a board of directors
seeking a higher offer was unable to complete the entire
process of finding and closing an alternative transaction
within the ninety-day period prescribed by the Tender Offer
By-law. Similarly, if a board were trying to negotiate the
terms of an acquisition with a prospective purchaser, the
inability to resist a hostile tender offer by that purchaser
beyond an initial ninety-day period could reduce the board's
leverage to negotiate favorable terms for stockholders."
"...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."
We question why Mr. Wyser-Pratte wants your vote for
proposals that could prove detrimental to your investment.
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WYSER-PRATTE WANTS YOU Mr. Wyser-Pratte wants your Company to reimburse him for his
TO PAY FOR HIS FIGHT-. costs in connection with this proxy contest - which he
AND HE IS NOT Going initiated - and which he now estimates will be $225,000.
To Ask For Your OK
This is correct! Mr. Wyser-Pratte has stated in his proxy
material that he intends to seek reimbursement from the
Company for his costs if his nominees are elected. He has
also admitted that he does not intend to seek approval from
shareholders for this reimbursement.
Whose interests do you think he has in mind?
YOUR VOTE IS Your vote is important to ensure that Wallace remains on the
IMPORTANT steady course that has served shareholders so well over the
years, and to ensure an experienced and independent Board
that represents all shareholders.
Please vote your WHITE proxy card today and mail it using
the enclosed postage-paid envelope.
Thank you for your continued loyalty and support.
Sincerely,
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[SIG] [SIG]
TED DIMITRIOU BOB CRONIN
Chairman of the Board President and CEO
IMPORTANT!
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD.
PLEASE VOTE EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST
BE VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARD SENT TO YOU BY MR.
WYSER-PRATTE, EVEN AS A VOTE OF PROTEST.
3. EVEN IF YOU HAVE SENT A GOLD PROXY CARD TO MR. WYSER-PRATTE, YOU HAVE
EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND VOTE AS
RECOMMENDED BY MANAGEMENT BY SIGNING, DATING AND MAILING THE ENCLOSED
WHITE PROXY CARD IN THE ENCLOSED ENVELOPE.
4. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER
NOMINEE, PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNTS TO VOTE
THE WHITE PROXY CARD AS RECOMMENDED BY MANAGEMENT.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR
PROXY SOLICITOR:
MORROW & CO. AT (800) 662-5200
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