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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)
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Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
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2) Aggregate number of securities to which transaction
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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WYSER-PRATTE & CO., INC.
63 WALL STREET
NEW YORK, NEW YORK 10005
212 495-5350
FAX 495-5360
October 24, 1996
DON'T LET BOB CRONIN FOOL YOU. THE REAL ISSUE IS GIVING
THE OWNERS OF WALLACE FINAL SAY OVER QUALIFIED CASH OFFERS.
DEAR FELLOW WALLACE SHAREHOLDER:
Bob Cronin's October 12 letter is filled with comments designed to distract
you from the central issue in this election contest. In his letter, Mr. Cronin
can do no better than to raise an irrelevant issue, claiming our Tender Offer
By-law proposal -- which requires shareholder approval of a prolonged defense
against a premium cash tender offer -- would limit Wallace's ability to defend
its shareholders against unfair tender offer proposals.
BUT HE FAILS TO ADDRESS THE REAL ISSUE: WHO WILL BE THE FINAL ARBITERS OVER
WHETHER A PREMIUM, ALL-CASH TENDER OFFER IS ACCEPTED?
A VOTE FOR OUR BY-LAW PROPOSAL IS A VOTE FOR YOU.
Unquestionably, it should be the shareholders who have the final say, not
the Board -- and most certainly not a Board which has so brazenly ignored the
clear desire of the overwhelming majority of its shareholders. The Wallace Board
gave a supreme demonstration of this last year by opposing Moore Corporation,
even though shareholders owning nearly 75% of the outstanding shares tendered
into Moore's $60 (pre-split) offer (which decreased to 63% only after it was
clear that Wallace's defensive tactics would prevent Moore from promptly closing
its $60 offer).
WE THINK BOB CRONIN'S 'CONCERN' FOR DEFENDING YOU IS DISINGENUOUS AND
REALLY HAS TO DO WITH PROTECTING HIS JOB AND THOSE OF HIS SENIOR
MANAGERS -- NOT WITH YOU.
We think you should be concerned with protecting yourself against a Board
that ignores its shareholders' wishes.
We fail to see how a by-law giving more power to you over your investment
in Wallace could not be in your best interests, as Mr. Cronin would have
you believe.
WALLACE KEEPS PROMISING TO DELIVER VALUE.
WHERE IS IT? HOW LONG MUST WE WAIT?
Wallace keeps promising to deliver value to shareholders but so far has
failed miserably on that promise. Ask yourself:
Was the Wallace Board 'protecting' you against Moore's so-called 'unfair'
bid when owners holding a supermajority of Wallace shares tendered into
the Moore $60 offer?
OR IS THE BOARD AND MANAGEMENT MERELY HIDING BEHIND ITS POISON PILL IN
ORDER TO PROTECT THEMSELVES FROM LOSING THEIR LUCRATIVE POSITIONS?
Mr. Cronin's letter states he is merely trying to 'protect' you from unfair
offers. But he fails to address cash tender offers at large premiums -- like
Moore's proposal, which was rejected both at $56 and again at $60 per share
(pre-split).
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Remember:
$56 per share represented a generous premium of 84% based on Wallace's
stock price just prior to Moore approaching Wallace's management for the
first time about acquiring Wallace.
WALLACE DID NOTHING TO NEGOTIATE A BETTER DEAL FOR YOU EITHER BY
NEGOTIATING WITH MOORE OR FINDING ANOTHER BUYER AT A HIGHER PRICE.
Wallace did spend $10 million on its 'just say no' defense, with no added
value to show for it.
You could have had $60 (pre-split) if not more in 1995 and reinvested
those proceeds in a market that has risen nearly 15 percent since December
1995. Instead you have only $28 7/8 (Wallace's closing price on October
23).
VOTE YOUR GOLD PROXY TODAY TO GUARANTEE PROTECTION
AGAINST A BOARD THAT IGNORES SHAREHOLDERS' WISHES.
You don't have to let the Wallace Board get away with ignoring your wishes
again. By voting FOR on our Tender Offer By-law proposal on the enclosed GOLD
proxy card, you will be taking a major step forward in protecting your rights
and those of all shareholders against a Board apparently reluctant to try to
maximize value for its shareholders.
Remember -- there is no public tender offer for Wallace from Moore or any
other person or entity at this time. Our Tender Offer By-law proposal will
protect you if and when another offer is put forth to Wallace shareholders. With
the by-law in place, the Wallace Board will have the opportunity to negotiate a
better deal, find a buyer at a higher price or reject the offer.
HOWEVER, IF THE BOARD WISHES TO EXTEND ITS OPPOSITION TO A QUALIFIED OFFER
FOR MORE THAN 90 DAYS, THE BOARD MUST GET YOUR APPROVAL TO DO SO. IT CAN NO
LONGER UNILATERALLY 'JUST SAY NO' FOREVER, WITHOUT YOUR APPROVAL.
TIME IS VERY SHORT. WALLACE'S ANNUAL MEETING IS NOVEMBER 6.
We need your vote on the GOLD proxy before the November 6 annual meeting.
Even if you have already voted against our Tender Offer By-law on Wallace
management's WHITE proxy card, you have every legal right to change your vote on
the enclosed GOLD card.
We encourage your comments and questions. Please call Eric Longmire of
Wyser-Pratte & Co., Inc. at (212) 495-5350. If you have questions about voting
your shares or changing your vote, please call our proxy solicitors, MacKenzie
Partners, Inc. toll-free at (800) 322-2885.
Your continued consideration of our nominees and proposals is much
appreciated.
Sincerely,
GUY P. WYSER-PRATTE
GUY P. WYSER-PRATTE
President
