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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.
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):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[X] 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:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
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James A Sample
Churchill Communications Corp
Sample Mailgram
B:\3371.ASC 7040 10/30/96 18:44:00
123 Main Street
Anywhere, NY 12345-1234
CONFIDENTIAL IDENTIFICATION NUMBER: <CIN>
(Your identification number is confidential. It is to assure the
operator of your identity.)
October 30, 1996
Dear Fellow Wallace Shareholder:
LEADING INSTITUTIONAL SHAREHOLDER ADVISORY FIRM
SUPPORTS WYSER-PRATTE TENDER OFFER BY-LAW PROPOSAL
We received important news today. Institutional Shareholder Services, Inc. (ISS)
has supported our Tender Offer By-law proposal in a recommendation published
today to its clients. ISS is perhaps the leading advisory firm to major
institutional investors on how to vote on corporate governance issues in
contested elections. ISS's recommendation represents the endorsement of a fully
independent third-party which has completed its own thorough analysis of this
issue. A number of Wallace's largest shareholders are clients of ISS will almost
certainly support our By-law proposal in light of ISS's positive
recommendation. We think you should, too.
There is still time to vote your proxy in favor of the Wyser-Pratte Tender Offer
by-law proposal, but this ProxyGram represents your last chance to do so. Time
is very short -- the Company's Annual Meeting is scheduled for Wednesday,
November 6, 1996 at 9:00 a.m. - just 6 days away. You can vote by telephone
using the toll-free number printed below. It will take less than 5 minutes.
Remember -- even if you have already voted AGAINST our proposal, you are legally
permitted to change your mind and vote again.
The ISS report states "We recommend a vote FOR the by-law proposal. We think
the paramount issue raised...is the right of shareholders as the true owners of
the company to ultimately determine whether they can sell their shares at a
given price when presented with the opportunity."
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The ISS report continues, "... shareholders on average have more to lose by not
having the right to decide for themselves the worthiness of an offer" and
"...as demonstrated by the circumstances surrounding Wallace over the past
year, shareholders have gained little from the company's rejection of the Moore
bid and its refusal to negotiate with the bidder."
ISS listed many benefits in its 25 page report to its clients as reasons for
supporting this proposal. Among those stated were the following:
* "Shareholders can evaluate offers independently and judge for themselves
whether thy wish to accept an offer without undue interference by the board."
* "In this instance, Wallace could end up with a higher valuation through a new
tender offer that might not otherwise occur if the company's defensive shields
remain in place."
* "The proposal affords an ample period of time for the board to negotiate or
seek the best possible offer once it had been presented to shareholders."
Remember - our Tender Offer By-law would require shareholder approval to extend
a "just say no" defense against a qualified all cash tender offer for more than
90 days, putting the final decision over a qualified offer in the shareholders'
hands.
Your vote supporting the Wyser-Pratte Tender Offer By=law proposal is critical
if we are to implement a corporate governance system at Wallace that supports
your wishes and those of all Wallace shareholders. We ask you to ignore
Wallace's negative campaigning and scare tactics. Ask yourself, how can more
shareholder participation in important corporate vents NOT be in YOUR best
interest?
We urge you to call now. Just follow the simple instructions printed below. If
you have questions, please call MacKenzie Partners toll-free at 800-322-2885. We
appreciate your continuing support of our nominees and corporate governance
initiatives.
Sincerely,
Guy Wyser-Pratte
President
Wyser-Pratte & Co., Inc.
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TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-521-8454 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 3371, Wallace Computer Services, Inc.
3. State your name, address and telephone number.
4. State your confidential identification number and number of
shares as shown below:
CONFIDENTIAL IDENTIFICATION NUMBER: <CIN>
NUMBER OF SHARES: <NumShares>
WALLACE COMPUTER SERVICES, INC.
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 6, 1996
THIS PROXY IS SOLICITED BY GUY P. WYSER-PRATTE
IN OPPOSITION TO THE WALLACE BOARD OF DIRECTORS
The undersigned shareholder of Wallace Computer Services, Inc.
('Wallace') hereby appoints Eric Longmire, Daniel H. Burch, and
Stanley J. Kay, Jr. each of them with full power of substitution, to
vote all shares of Common Stock of Wallace that the undersigned is
entitled to vote if personally present at the 1996 Annual Meeting of
Shareholders of Wallace to be held on November 6, 1996, and at any
adjournments or postponements thereof as indicated below and in the
discretion of the proxies, to vote upon such other business as may
properly come before the meeting, and any adjournment or
postponement thereof. The undersigned hereby revokes any previous
proxies with respect to matters covered by this Proxy.
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Mr. Wyser-Pratte recommends a vote FOR proposals 1, 2, 3 and 4.
1. Election of Directors: Election of Guy P. Wyser-Pratte,
William W. Frazier, W. Michael Frazier as directors whose terms
expire at the Annual Meeting of Shareholders in 1999.
( ) FOR all nominees ( ) WITHHOLD AUTHORITY for all
nominees
INSTRUCTION: (To withhold authority to vote for the election of one
or more of the persons nominated by Wyser-Pratte, give that
nominees(s) name to the operator.)
2. To set a time limit on certain defensive actions unless approved
by Shareholders.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. To elect not to be governed by the Business Combination Statute.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Ratification of Appointment of Arthur Andersen LLP as
Independent Public Accountants of the Company.
( ) FOR ( ) AGAINST ( ) ABSTAIN
This Proxy, when properly executed, will be voted in the manner
marked herein by the undersigned shareholder. If no marking is
made, this proxy will be deemed to be a direction to vote FOR
Proposals 1, 2, 3 and 4 in the discretion of the proxies, to vote
upon such other business as may properly come before the meeting,
and any adjournment or postponement thereof.
