<PAGE> 1
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WALLACE COMPUTER SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2515832
- ------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
2275 Cabot Drive, Lisle, Illinois 60532
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(Address of Principal Executive Offices) (ZIP Code)
Wallace Computer Services, Inc. Employee Stock Purchase Plan,
Wallace Computer Services, Inc. Amended and Restated Executive Incentive Plan,
Wallace Computer Services, Inc. Performance Share Plan,
Wallace Computer Services, Inc. 1997 Stock Incentive Plan, and
Wallace Computer Services, Inc. Director's Retainer Fee Plan
(full title of plan)
Steven L. Carson
General Counsel
2275 Cabot Drive,
Lisle, Illinois 60532-3630
(630) 588-5000
-------------------------------------
(Name, Address and Telephone Number,
Including Area Code of Agent for Service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Amount to be Registered Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Offering Price Aggregate Offering Fee
Registered (1) Per Share Price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value:
Reserved under the 2,382,076 $25.34(2) $60,361,806 $17,806.73(3)
Employee Stock
Purchase Plan
Reserved under the 250,000 $25.34(2) $6,335,000 $1,868.83
Performance
Share Plan
Reserved under the 2,000,000 $25.34(4) $50,680,000 $14,950.60
1997 Stock Incentive Plan
Reserved under the 250,000 $25.34(2) $6,335,000 $1,868.83
Executive Incentive Plan
Reserved under the 100,000 $25.34(2) $2,534,000 $747.53
Director's Retainer
Fee Plan
Preferred Stock 4,500,000 rights (5)
Purchase Rights
</TABLE>
(1) This registration also includes such indeterminable additional shares as
may become issuable pursuant to the anti-dilution provisions of the plans.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act, pursuant to Rule 457(h)
thereunder, based upon the average of the high and low prices of the Common
Stock on June 4, 1998, as reported in the New York Stock Exchange Composite
Quotation System.
(3) As permitted by Rule 429 issued under the Securities Act of 1933, the
Prospectus shall also cover the shares issued and issuable pursuant to
Registration No. 33-10353. With respect to the Employee Stock Purchase Plan,
482,076 shares are being carried forward from such Registration Statement. The
Registration Fee paid includes a credit of $2,132.73 for such previously
reserved shares.
(4) Computed in accordance with Rule 457(h) solely for the purpose of computing
the amount of the registration fee based on the average of the actual prices at
which the options granted under the plan may be exercised.
(5) The Preferred Stock Purchase Rights initially are attached to and trade
with the shares of Common Stock being registered hereby. Value attributable to
such Rights, if any, is reflected in the market price of the Common Stock.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed (File No. 1-6528) with the
Securities and Exchange Commission (the "Commission") by Wallace Computer
Services, Inc. (the "Company") are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
July 31, 1997, (as amended on April 8, 1998);
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended October 31, 1997, January 31, 1998 (as amended on April 9, 1998)
and April 30, 1998;
(c) the Company's Current Reports on Form 8-K filed on October 11,
1997, November 18, 1997 (as amended on January 16, 1998 and April 6,
1998) and December 22, 1997;
(d) the Company's Registration Statement on Form S-3, Registration
No. 333-46807, filed on February 24, 1998 and amended on April 10, 1998;
and
(e) the description of the Company's Common Stock, par value $1.00
per share, which is contained in a registration statement filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any subsequent amendment or any report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 145 ("Section 145") of the Delaware General
Corporation Law of the State of Delaware (the "Delaware GCL") which provides
for indemnification of directors and officers in certain circumstances.
In accordance with Section 102(b)(7) of the Delaware GCL, the Company's
Restated Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the Company or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or deliberate dishonesty, (iii) any improper personal
profit or benefit, or (iv) any income taxes in respect of compensation.
The Restated Certificate of Incorporation of the Company, as amended,
provides for indemnification of directors and officers to the full extent
provided by the Delaware GCL, as amended from time to time. It states that the
indemnification provided therein shall not be deemed exclusive. The Company
may maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or
loss, whether or not the Company would have the power to indemnify him or her
against such expense, liability or loss, under the provisions of the Delaware
GCL.
Pursuant to Section 145 and the Restated Certificate of Incorporation, the
Company maintains directors' and officers' liability insurance coverage.
Pursuant to the authority provided in the Restated Certificate of Incorporation,
the Company has entered into indemnification agreements with each of its
officers and directors, indemnifying them against certain potential liabilities
that may arise as a result of their service to the Company, and providing for
certain other protection.
The foregoing summaries are necessarily subject to the complete text of
the statute, the Certificate of Incorporation, the By-Laws and the agreements
referred to above and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Company as filed with
the Secretary of State of the State of Delaware on January 7, 1987
(previously filed as part of Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1987, and
incorporated herein by reference to such Report).
4.1(A) Certificate of Amendment amending Section 1 of Article FOURTH of
the Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on November 28, 1989
(previously filed as part of Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1987, and
incorporated herein by reference to such Report).
4.1(B) Certificate of Amendment amending Section 1 of Article FOURTH of
the Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on March 14, 1997
(previously filed as part of Exhibit 3.1(C) to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1997, and
incorporated herein by reference to such Report).
<PAGE> 4
4.2 Amended and Restated By-Laws of the Registrant as adopted on
January 5, 1996 (previously filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q dated January 31, 1996, and
incorporated herein by reference to such Report).
4.3 Form of Rights Agreement, dated as of March 14, 1990, between
Company and Harris Trust and Savings Bank, as Rights Agent, which
includes as Exhibit A the Certificate of Designation, Preferences
and Rights of Series A Preferred Stock, as Exhibit B the form of
Rights Certificate, and as Exhibit C the form of Summary of Rights
(previously filed as Exhibit 28.2 to the Company's Current Report on
Form 8-K dated March 14, 1990, and incorporated herein by reference
to such Report).
4.4 Indenture between Wallace Computer Services, Inc. and Bank of
New York as Indenture Trustee (previously filed as Exhibit 4.7 to
Amendment No. 1 to Form S-3 Registration Statement, Registration No.
333-46807, dated April 10, 1998 and incorporated herein by reference
to such Form).
4.5 The Wallace Computer Services, Inc. Employee Stock Purchase
Plan (previously filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended April 30, 1997, and
incorporated herein by reference to such Form).
4.6 The Wallace Computer Services, Inc. Amended and Restated
Executive Incentive Plan (previously filed as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period ended January
31, 1998, and incorporated herein by reference to such Form).
4.7 The Wallace Computer Services, Inc. Performance Share Plan
(previously filed as Appendix B of the Proxy Statement For Annual
Meeting of Stockholders filed on October 6, 1997, and incorporated
herein by reference thereto).
4.8 The Wallace Computer Services, Inc. 1997 Stock Incentive Plan
(previously filed as Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended January 31, 1997, and
incorporated herein by reference to such Report).
4.9 Summary of Director's Retainer Fee Plan.
5. Opinion of Steven L. Carson, General Counsel to the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (contained on the opinion filed as Exhibit
5 to this Registration Statement).
24. Powers of Attorney (included in the Signature Page of this
Registration Statement.)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and notwithstanding the
foregoing,
<PAGE> 5
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Lisle, State of Illinois, on this 3rd day of
June, 1998.
Wallace Computer Services, Inc.
By: Michael J. Halloran
------------------------------------
Michael J. Halloran, Vice President,
CFO and Assistant Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Michael J. Halloran, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or any them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the date and in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Theodore Dimitriou Chairman of the Board June 3, 1998
- ------------------------------
Theodore Dimitriou
/s/ Robert J. Cronin Chief Executive June 3, 1998
- ------------------------------ Officer and Director
Robert J. Cronin
/s/ Richard F. Doyle Director June 3, 1998
- ------------------------------
Richard F. Doyle
/s/ Albert W. Isenman III Director June 3, 1998
- ------------------------------
Albert W. Isenman III
/s/ William N. Lane III Director June 3, 1998
- ------------------------------
William N. Lane III
/s/ John C. Pope Director June 3, 1998
- ------------------------------
John C. Pope
/s/ Robert P. Rittereiser Director June 3, 1998
- ------------------------------
Robert P. Rittereiser
/s/ Neele E. Stearns Director June 3, 1998
- ------------------------------
Neele E. Stearns, Jr.
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Restated Certificate of Incorporation of the Company as filed with
the Secretary of State of the State of Delaware on January 7, 1987
(previously filed as part of Exhibit 3 to the Company's Annual Report
on Form 10-K for the fiscal year ended July 31, 1987, and
incorporated herein by reference to such Report).
4.1(A) Certificate of Amendment amending Section 1 of Article FOURTH of
the Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on November 28, 1989
(previously filed as part of Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1987, and
incorporated herein by reference to such Report).
4.1(B) Certificate of Amendment amending Section 1 of Article FOURTH of
the Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware on March 14, 1997
(previously filed as part of Exhibit 3.1(C) to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1997, and
incorporated herein by reference to such Report).
4.2 Amended and Restated By-Laws of the Registrant as adopted on
January 5, 1996 (previously filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q dated January 31, 1996, and
incorporated herein by reference to such Report).
4.3 Form of Rights Agreement, dated as of March 14, 1990, between
Company and Harris Trust and Savings Bank, as Rights Agent, which
includes as Exhibit A the Certificate of Designation, Preferences
and Rights of Series A Preferred Stock, as Exhibit B the form of
Rights Certificate, and as Exhibit C the form of Summary of Rights
(previously filed as Exhibit 28.2 to the Company's Current Report on
Form 8-K dated March 14, 1990, and incorporated herein by reference
to such Report).
4.4 Indenture between Wallace Computer Services, Inc. and Bank of New
York as Indenture Trustee (previously filed as Exhibit 4.7 to
Amendment No. 1 to Form S-3 Registration Statement, Registration No.
333-46807, dated April 10, 1998 and incorporated herein by reference
to such Form).
4.5 The Wallace Computer Services, Inc. Employee Stock Purchase Plan
(previously filed as Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the period ended April 30, 1997, and incorporated
herein by reference to such Form).
4.6 The Wallace Computer Services, Inc. Amended and Restated Executive
Incentive Plan (previously filed as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the period ended January 31, 1998,
and incorporated herein by reference to such Form).
4.7 The Wallace Computer Services, Inc. Performance Share Plan
(previously filed as Appendix B of the Proxy Statement For Annual
Meeting of Stockholders filed on October 6, 1997, and incorporated
herein by reference thereto).
4.8 The Wallace Computer Services, Inc. 1997 Stock Incentive Plan
(previously filed as Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended January 31, 1997, and
incorporated herein by reference to such Report).
4.9 Summary of Director's Retainer Fee Plan. *
<PAGE> 8
5. Opinion of Steven L. Carson, General Counsel to the Company. *
23.1 Consent of Arthur Andersen LLP. *
23.2 Consent of Counsel (contained on the opinion filed as Exhibit 5 to
this Registration Statement).
24. Powers of Attorney (included in the Signature Page of this
Registration Statement).
________________
* Filed herewith
<PAGE> 1
EXHIBIT 4.9
SUMMARY
OF
DIRECTOR'S RETAINER FEE PLAN
DESCRIPTION OF PLAN
Wallace Computer Services, Inc. Directors are eligible to receive annual
retainer fees in Company Common Stock in lieu of cash. The Company will use
the fees otherwise payable to the director to purchase treasury shares.
Treasury shares will be purchased from the Company at the closing market price
of the stock, as quoted in the Wall Street Journal, on the date that each
retainer installment would otherwise be payable.
At the election of the director, the purchased shares will either be
distributed when purchased or deferred pursuant to a separate deferral
agreement.
The Company's Common Stock is traded on the New York Stock Exchange.
Shares of Common Stock acquired by Directors should be resold solely in
accordance with Rule 144 under the Securities Act of 1933, unless the shares
are registered for resale under the Securities Act of 1933 or an exemption from
registration is available under the provisions of the Securities Act of 1933
and the rules and regulations promulgated thereunder.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission").
The Company will provide, without charge to each person to whom this
Summary is delivered, upon written or oral request, a copy of any document
incorporated by reference in the Summary or any related registration statement,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the documents that this Summary incorporates by
reference. Requests should be directed to Steven L. Carson, General Counsel,
Wallace Computer Services, Inc., 2275 Cabot Drive, Lisle, Illinois 60532-3630
(630) 588-5000.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Summary by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1997.
(b) All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then
remaining unsold.
(c) The Notice of Annual Meeting and Proxy Statement for the Annual
Meeting of Stockholders of the Company to be held November 5, 1997.
(d) Any descriptions relating to the class of securities offered hereby
which are contained in registration statements filed by the Company under the
Exchange Act.
<PAGE> 1
EXHIBIT 5
June 5, 1998
Wallace Computer Services, Inc.
2275 Cabot Drive,
Lisle, Illinois 60532-3630
RE: Registration Statement on Form S-8 for 1997 Stock Incentive Plan, Employee
Stock Purchase Plan, Performance Share Plan, Restated Executive Incentive Plan
and Director's Retainer Fee Plan.
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission on or about June 4, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of (i) 2,000,000 additional shares of
Wallace Computer Services, Inc.'s Common Stock, $1.00 par value, authorized for
issuance under the 1997 Stock Incentive Plan, as amended (the "1997 Plan");
(ii) 1,900,000 additional shares of Wallace Computer Services, Inc.'s Common
Stock, $1,00 par value, authorized for issuance under the Employee Stock
Purchase Plan, as amended (the "Employee Stock Purchase Plan"); (iii) 250,000
shares of Wallace Computer Services, Inc.'s Common Stock, $1.00 par value under
the Performance Share Plan (the "Performance Share Plan"), (iv) 250,000 shares
of Wallace Computer Services, Inc.'s Common Stock, $1.00 par value under the
Restated Executive Incentive Plan ("Executive Incentive Plan"), and (v) 100,000
shares of Wallace Computer Services, Inc.'s Common Stock, $1.00 par value under
the Director's Retainer Fee Plan ("Retainer Fee Plan"). The shares of Wallace
Common Stock to be registered under the Registration Statement are hereinafter
referred to collectively as the "Shares". As counsel in connection with this
transaction, I have examined the actions taken, and I am familiar with the
actions proposed to be taken, in connection with the issuance and sale of the
Shares pursuant to the 1997 Plan, the Purchase Plan, the Performance Share
Plan, the Executive Incentive Plan, and the Retainer Fee Plan.
It is my opinion that, when issued and sold in the manner described in the
1997 Plan, the Purchase Plan, the Performance Share Plan, and the Executive
Incentive Plan, and the Retainer Fee Plan and pursuant to the agreements which
accompany each grant under the 1997 Plan, the Shares will be legally and
validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement.
Very truly yours,
/s/ Steven L. Carson
Steven L. Carson
General Counsel and Assistant Secretary
<PAGE> 1
EXHIBIT 23
Consent of Independent Public Accountants
As independent public accountants, we consent to the incorporation by reference
in this Registration Statement on Form S-8 of Wallace Computer Services, Inc.
of our report dated September 3, 1997 (and to all references to our Firm)
inlcuded in Wallace Computer Services, Inc.'s previously filed 10-K dated
October 24, 1997.
Arthur Andersen LLP
Chicago, Illinois
June 5, 1998
