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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 COMPUTERS, 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.
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Act Rule 14a-6(i)(3).
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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News Release
CONTACT:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
New York, NY, October 8, 1996-Guy P. Wyser-Pratte, President of Wyser-Pratte &
Co., Inc., expanded on his views today regarding the actions of the Wallace
Computer Services, Inc. board of directors during the Moore tender offer and
proxy contest last year and on the validity of his proposed Shareholder Rights
By-law.
Mr. Wyser-Pratte, who has commenced a proxy contest in opposition to the Wallace
management and board, commented on the reasons for his belief that "the Wallace
Board has committed some of the most egregious offenses against its
shareholders" he has seen in his 30-year investing history.
Wyser-Pratte views the board's actions as egregious because the board prevented
shareholders from having the last word on an offer that a majority of the
shareholders supported. Shareholders showed that support last year by tendering
73.9% of the Wallace stock into the Moore offer and by electing the Moore
nominees. On December 12, 1995, after the Wallace annual meeting and the
announcement of the court's decision in the Moore-Wallace litigation, 62.9% of
the shares were still tendered and not withdrawn. Wyser-Pratte believes that
some shareholders withdrew their shares because they did not believe the offer
would be consummated in a short period of time and they wanted to have access to
their shares.
The court in the Moore-Wallace litigation found that the actions of the Wallace
board were a reasonable response to a threat that "shareholders, because they
are uninformed, will cash out before realizing the fruits "of Wallace's
technological innovations. With all due respect, Wyser-Pratte believes that the
court's opinion betrayed a paternalistic view of the relationship between the
company's board of directors and its shareholders and that shareholders, rather
than the board of directors, should make the ultimate decision on the time and
price at which their shares should be sold.
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Wyser-Pratte also reiterated his view that there is "strong support" for the
Shareholder Rights By-law in Delaware law. Wyser-Pratte recognizes that Delaware
courts have not considered the validity of a by-law similar to the Shareholder
Rights By-law, and therefore have not resolved questions regarding its validity.
Wyser-Pratte believes, however, that the Delaware General Corporation Law's
grant of authority to shareholders to adopt by-laws relating to "the rights or
powers of its stockholders, directors, officers or employees" authorizes the
enactment of the By-law. Wyser-Pratte has commenced an action in the United
States District Court for the Northern District of Illinois seeking a
declaratory judgment that the Shareholder Rights By-law is valid as a matter of
Delaware law.
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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
