<PAGE> 1
As filed with the Securities and Exchange Commission on February 24, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WALLACE COMPUTER SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-2515832
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2275 Cabot Drive
Lisle, Illinois 60532
(630) 588-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Michael J. Halloran
Vice President, Chief Financial
Officer and Assistant Secretary
Wallace Computer Services, Inc.
2275 Cabot Drive
Lisle, Illinois 60532
(630) 588-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------
Copies to:
Steven L. Carson Frederick C. Lowinger
General Counsel and Assistant Secretary Steven Sutherland
Wallace Computer Services, Inc. Sidley & Austin
2275 Cabot Drive One First National Plaza
Lisle, Illinois 60532 Chicago, Illinois 60603
(630) 588-5000 (312) 853-7000
Marc D. Bassewitz
Latham & Watkins
Sears Tower, Suite 5800
Chicago, Illinois 60606
(312) 876-7700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Proposed
Title of each class of Amount to maximum maximum
securities to be be offering price aggregate Amount of
registered registered per unit (1) offering price (1)(2) registration fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (4)(7) (3) (3) (3) (3)
Preferred Stock (5)(7) (3) (3) (3) (3)
Common Stock (6)(7) (3) (3) (3) (3)
================================================================================================
Total $300,000,000 (8) 100% $300,000,000 (7) $88,500
================================================================================================
</TABLE>
(footnotes on next page)
<PAGE> 2
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(footnotes from previous page)
____________________
(1) The proposed maximum per unit and aggregate offering prices per class
of security will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the securities registered
hereunder.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the
"Securities Act").
(3) Not required to be included in accordance with General Instruction
II.D. of Form S-3 under the Securities Act.
(4) Subject to note (8) below, the Registrant is registering hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time to
time, by the Registrant. If any Debt Securities are issued at an original
issue discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to exceed
$300,000,000 less the dollar amount of any securities previously issued
hereunder.
(5) Subject to note (8) below, the Registrant is registering hereunder an
indeterminate number of shares of Preferred Stock of the Company as may be sold
from time to time.
(6) Subject to note (8) below, the Registrant is registering hereunder an
indeterminate number of shares of Common Stock of the Company as may be sold
from time to time.
(7) Subject to note (8) below, the Registrant is registering hereunder an
indeterminate principal amount of Debt Securities, and an indeterminate number
of shares of Preferred Stock and Common Stock of the Company, as shall be
issuable upon conversion or redemption of Debt Securities, Preferred Stock or
Common Stock of the Company, as the case may be, registered hereunder.
(8) In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this Registration Statement
exceed $300,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units, or composite currencies. The aggregate
amount of Common Stock registered hereunder is further limited to that which is
permissible under Rule 415(a)(4) under the Securities Act. The securities
registered hereunder may be sold separately or as units with other securities
registered hereunder.
<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 24, 1998
PROSPECTUS
$300,000,000
[WALLACE LOGO]
Wallace Computer Services, Inc.
Debt Securities
Preferred Stock
Common Stock
Wallace Computer Services, Inc., a Delaware corporation (the "Company"
or "Wallace"), may offer from time to time (i) unsecured debt securities
("Debt Securities") consisting of debentures, notes and/or other unsecured
evidences of indebtedness in one or more series, (ii) shares of preferred
stock, par value $50.00 per share ("Preferred Stock"), in one or more series,
or (iii) shares of common stock, par value $1.00 per share ("Common Stock")
(the Debt Securities, Preferred Stock and Common Stock are collectively
referred to as "Securities"), or any combination of the foregoing, at an
aggregate initial public offering price not to exceed $300,000,000 (or the
equivalent thereof if Debt Securities are denominated in one or more foreign
currencies or foreign currency units), at prices and on terms to be determined
at or prior to the time of sale.
Specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus Supplement (as
supplemented by any applicable pricing supplement relating thereto, a
"Prospectus Supplement"), together with the terms of the offering of the
Securities, the initial public offering price and the net proceeds to the
Company from the sale thereof. The Prospectus Supplement will set forth, among
other matters, the following with respect to the particular Securities: (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, ranking, subordination provisions, covenants, authorized denominations,
maturity, rate or method of calculation of interest and dates for payment
thereof, any conversion, redemption, prepayment or sinking fund provisions, the
currency, currencies or currency units in which principal, premium, if any, or
interest, if any, is payable and the initial offering price, (ii) in the case
of Preferred Stock, the designation, number of shares, liquidation preference,
initial public offering price, dividend rate (or method of calculation
thereof), dates on which dividends shall be payable and dates from which
dividends shall accrue, any redemption or sinking fund provisions, any
conversion or exchange rights and (iii) in the case of Common Stock, the number
of shares of Common Stock and the terms of the offering and sale thereof.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------
The Company may sell Securities directly to purchasers or through agents
designated from time to time by the Company or to or through underwriters or a
group of underwriters which may be managed by one or more underwriters. If any
agents of the Company or any underwriters are involved in the sale of
Securities in respect of which this Prospectus is being delivered, the names of
such agents or underwriters and any applicable commission or discount will be
set forth in the applicable Prospectus Supplement. The net proceeds to the
Company from the sale of Securities will be the initial public offering price
of such Securities less such discount, in the case of an offering through an
underwriter, or the purchase price of such Securities less such commission, in
the case of an offering through an agent, and less, in each case, other
expenses of the Company associated with the issuance and distribution of such
Securities.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
--------------
The date of this Prospectus is , 1998.
<PAGE> 4
AVAILABLE INFORMATION
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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company has filed
with the Commission a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Securities offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all
information set forth in the Registration Statement and reference is hereby
made to the Registration Statement and the exhibits thereto for further
information with respect to the Company and the Securities offered hereby.
Such reports, proxy statements, Registration Statement and exhibits and other
information omitted from this Prospectus can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at its Northeast Regional Office
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Midwest Regional Office located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission at (http://www.sec.gov). The Company files electronically with the
Commission. The Company's Common Stock is listed on the New York Stock
Exchange, and such reports, proxy statements and other information may also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report of the Company on Form 10-K for the fiscal year ended
July 31, 1997, the Quarterly Report of the Company on Form 10-Q for the quarter
ended October 31, 1997, the Current Reports of the Company on Form 8-K dated
November 18, 1997 (as amended by the Form 8-K/A dated January 16, 1998) and
January 5, 1998 and the registration statement of the Company on Form 8-A,
dated March 14, 1990, are incorporated by reference into this Prospectus. All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities contemplated hereby shall be
deemed to be incorporated by reference into this Prospectus and to be made a
part hereof from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Registration Statement and this Prospectus to the extent that a statement
contained herein, in the accompanying Prospectus Supplement or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein, 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 the Registration Statement or this
Prospectus.
Copies of the above documents (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference into such
documents) may be obtained upon written or oral request without charge from the
Company, 2275 Cabot Drive, Lisle, Illinois 60532 (telephone number (630)
588-5395), Attention: Investor Relations.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the accompanying Prospectus Supplement include
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements, other than statements
of historical facts, included in this Prospectus and the Prospectus Supplement
that address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof), business
strategy and measures to implement strategy, competitive strengths, goals,
expansion and growth of the Company's and its subsidiaries' business and
operations, plans, references to future success and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors
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<PAGE> 5
it believes are appropriate in the circumstances. However, whether actual
results and developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, including the
special considerations discussed in this Prospectus and the Prospectus
Supplement; general economic, market or business conditions; the opportunities
(or lack thereof) that may be presented to and pursued by the Company and its
subsidiaries; competitive actions by other companies; changes in laws or
regulations; successful integration of acquisitions; labor market conditions and
raw material costs; and other factors, many of which are beyond the control of
the Company and its subsidiaries. Consequently, all of the forward-looking
statements made in this Prospectus and the Prospectus Supplement are qualified
by these cautionary statements, and there can be no assurance that the actual
results or developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company and its subsidiaries or their business or operations.
--------------
The following trademarks and service marks of Wallace are mentioned in
this Prospectus or the Prospectus Supplement: "Wallace Information
Network(TM),""W.I.N.(TM)," "W.I.N. Direct(TM)," "@W.I.N. Direct(TM),"
"StatusNow!(TM)," "Select Services(R)" and "TOPS(R)."
-3-
<PAGE> 6
THE COMPANY
Wallace manufactures and distributes a wide range of consumable business
supplies and information management products, including paper and electronic
business forms, office supplies, labels, and commercial and promotional printed
materials. Wallace's strategy is to utilize information management tools to
offer its products and services through a solutions-based approach aimed at
reducing costs, increasing efficiencies and generating value for its customers.
Wallace's success has largely been attained through its focus on developing
and integrating new technologies into its products and services. Management
believes Wallace offers one of the broadest ranges of information management
products and services in the industry.
Over the past four years, Wallace has become recognized in the industry as
a leader in total print and integrated supply management. By combining forms,
print and office products management, Wallace serves as a single source for all
the business supplies used by large organizations. Central to Wallace's
integrated services is the Wallace Information Network ("W.I.N."), a
comprehensive forms management tool that ties customers into Wallace's
corporate information system and centrally organizes and manages a customer's
data regarding the manufacture, storage and distribution of printed materials
and consumable supplies. Since its introduction in 1993, the W.I.N. system has
become recognized in the industry as a benchmark. It continues to be one of
the few systems that can bring complete, current data about every order,
shipment and item in inventory to the customer's desktop for analysis and
decision making. As of December 31, 1997, more than 300 mid-to-large sized
organizations utilized W.I.N. as their central information tool in Wallace's
integrated supply management services.
WALLACE PRODUCTS AND SERVICES
Wallace's principal products and services include:
Business Forms. The Company provides stock and custom paper and
electronic products for businesses, government agencies, and for healthcare,
not-for-profit and educational institutions. Examples of forms provided by the
Company include air freight package forms, monthly billing statements, mortgage
applications, healthcare forms, credit card statements and point-of-sale
transaction forms. Wallace's value-added services provide substantial benefits
to large, paper-intensive organizations which seek ways to increase efficiency
and reduce costs. Wallace's success is based on its long-term contract
commitments, diverse product offerings, unique services (such as W.I.N.) and
extensive distribution network.
Promotional Printing. Through its COLORFORMS division, the Company
produces materials that serve the targeted marketing and direct response
markets. Typical products include sweepstakes mailings, credit card offers and
on-demand, individual mailings. The Company provides a full-service, quick
response, value-added resource to its customers, and supplies national coverage
and state-of-the-art imaging capabilities and service options, which are
designed to increase promotion response rates and reduce customer costs.
Commercial Printing. The Company's commercial printing business primarily
consists of high-color, high-quality commercial printing and catalogs and
directories. Typical products include corporate image materials, promotional
literature, product brochures, product documentation literature, retail
point-of-sale materials and health care plan directories. By acquiring Post
Printing Company in the fall of 1996, Moran Printing Company in the summer of
1997 and Graphic Industries, Inc. ("Graphic") in late 1997, Wallace has
significantly expanded its commercial printing capabilities. Wallace's focus
is on fulfilling he total print requirements of its targeted customer base, the
Fortune 1000. The Company differentiates itself from competitors in the
printing industry by utilizing its W.I.N. system capabilities and distribution
expertise to provide a fully integrated service for customers.
Office Products. The Company manufactures office products such as legal
pads, computer paper, ink jet printer cartridges, ribbons and ATM and cash
register paper rolls. Wallace also offers an extensive selection of brand-name
and discount brand office supplies and standardized business forms for the
home, school and office markets. Through its alliances with United Stationers
and, more recently, Boise Cascade Office Products, Wallace acts as a contract
stationer to customers, enabling the Company to access new customer accounts
and further establishing itself as a leading full source supplier of office
products. Wallace can supply approximately 23,000 office and computer supplies
to its customers and can provide nationwide delivery on
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<PAGE> 7
a next-day basis. Wallace's TOPS group manufactures and sells pad products and
stock forms to office products retailers and wholesalers.
Labels. Wallace is one of the only national suppliers with a full range
of label options and integrated services. The Company produces bar-coded
shipping labels, consumer product labels, airline bag tags, blank stock labels,
electronic article surveillance tags and labeling software, printers and
applicators. Wallace produces both electronic data processing ("EDP") labels
and prime labels. EDP labels usually include some package specific
information, such as bar coding, and are designed to meet the needs of key
market segments, including retail, health care, small package delivery,
manufacturing and required regulatory compliance. Prime labels are high
quality promotional and product identification labels used on items such as
shampoo bottles and food packages.
RECENT DEVELOPMENTS
On December 22, 1997, Wallace completed its acquisition of all of the
equity of Graphic for an aggregate price of approximately $315 million. To
finance the acquisition and to refinance $142 million in outstanding debt of
Graphic, Wallace borrowed $437 million under its $500 million senior unsecured
credit facility. Graphic, headquartered in Atlanta, Georgia, is the largest
sheet-fed commercial printer in the United States (based on number of sheet-fed
presses) and manufactures such products as high color marketing literature,
annual reports and point-of-sale material, primarily for corporate customers.
Graphic will provide Wallace with critical mass in commercial printing, which
will allow Wallace to expand its product offerings and geographic coverage.
Management expects to continue to service Graphic's established customer base
and has begun to offer Graphic's capabilities to Wallace's large, national
customers. Management also intends to offer Wallace's products and services
to Graphic's existing customer base.
The Company is incorporated in Delaware. Its executive offices are
located at 2275 Cabot Drive, Lisle, Illinois 60532 (telephone number (630)
588-5000).
USE OF PROCEEDS
Except as set forth in the Prospectus Supplement for a specific offering
of Securities, the net proceeds from the sale of the Securities will be applied
by the Company for general corporate purposes.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
the Company and its consolidated subsidiaries for the periods indicated. The
Company to date has not issued Preferred Stock; therefore, the ratios of
earnings to combined fixed charges and preferred stock dividends are the same
as the ratios of earnings to fixed charges set forth below.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JULY 31, OCTOBER 31,
---------------------------- ------------------
1997 1996 1995 1994 1993 1997 1996
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges . . . . . . . 26.2 31.2 23.4 22.2 20.2 23.2 31.6
</TABLE>
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<PAGE> 8
The computation of the ratio of earnings to fixed charges is based on
applicable amounts of the Company and its consolidated subsidiaries.
"Earnings" consist of income before income taxes and fixed charges. "Fixed
charges" consist of interest on indebtedness, amortization of debt discount
and expense and an estimated amount of rental expense that is deemed to be
representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an indenture
(the "Indenture") to be executed by the Company and a trustee (the "Trustee").
A copy of the form of Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. Section references
used in this Prospectus refer to sections of the Indenture.
The following statements relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete, and are subject to and are
qualified in their entirety by reference to all the provisions of the
Indenture. Certain other specific terms of any series of Debt Securities will
be described in the applicable Prospectus Supplement. To the extent that any
particular terms of the Debt Securities described in a Prospectus Supplement
differ from any of the terms described herein, then such terms described herein
shall be deemed to have been superseded by such Prospectus Supplement.
GENERAL
The terms of each series of Debt Securities will be established by or
pursuant to a resolution of the Board of Directors of the Company and set forth
or determined in the manner provided in an officer's certificate or by a
supplemental indenture. (Indenture Section 2.2) The particular terms of each
series of Debt Securities will be described in a Prospectus Supplement relating
to such series (including any pricing supplement thereto).
The Debt Securities that may be offered under the Indenture are not
limited in aggregate principal amount. The Debt Securities may be issued in
one or more series with the same or various maturities, at par, at a premium,
or at a discount. The applicable Prospectus Supplement (including any pricing
supplement thereto) will set forth the initial offering price, the aggregate
principal amount and the following terms of the Debt Securities in respect of
which this Prospectus is delivered: (1) the title of such Debt Securities; (2)
any subordination provisions pertaining to such Debt Securities; (3) the price
or prices (expressed as a percentage of the principal amount thereof) at which
the Debt Securities will be issued; (4) any limit on the aggregate principal
amount of such Debt Securities; (5) the date or dates on which principal on
such Debt Securities will be payable; (6) the rate or rates (which may be fixed
or variable) per annum or, if applicable, the method used to determine such
rate or rates (including any commodity, commodity index, stock exchange index
or financial index) at which such Debt Securities will bear interest, if any,
the date or dates from which such interest, if any, will accrue, the date or
dates on which such interest, if any, will commence and be payable and any
regular record date for the interest payable on any interest payment date; (7)
the place or places where principal of, premium, if any, and interest, if any,
on such Debt Securities will be payable; (8) the period or periods within
which, the price or prices at which and the terms and conditions upon which the
Debt Securities may be redeemed, in whole or in part, at the option of the
Company; (9) the obligation, if any, of the Company to redeem or purchase the
Debt Securities pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof; (10) the dates, if any, on which and the price or
prices at which the Debt Securities will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations; (11) the denominations in which such Debt Securities
may be issuable, if other than denominations of $1,000 and any integral
multiple thereof; (12) whether the Debt Securities are to be issuable in the
form of Certificated Debt Securities (as defined below) or Global Debt
Securities (as defined below); (13) the portion of principal amount of such
Debt Securities that shall be payable upon declaration of acceleration of the
maturity date thereof, if other than the principal amount thereof; (14) the
currency of denomination of such Debt Securities; (15) the designation of the
currency, currencies or currency units in which payment of principal of,
premium, if any, and interest, if any, on such Debt Securities will be made;
(16) if payments of principal of, premium, if any, or interest, if any, on the
Debt Securities are to be made in one or more currencies or currency units
other than that or those in which such Debt Securities are denominated, the
manner in which the exchange rate with respect to such payments will be
determined; (17) the manner in which the amounts of payment of principal of,
premium, if any, or interest, if any, on such Debt Securities will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies other than that in which the Debt
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<PAGE> 9
Securities are denominated or designated to be payable or by reference to a
commodity, commodity index, stock exchange index or financial index; (18) the
provisions, if any, relating to any security provided for such Debt Securities;
(19) any addition to or change in the Events of Default described herein or in
the Indenture with respect to such Debt Securities and any change in the
acceleration provisions described herein or in the Indenture with respect to
such Debt Securities; (20) any addition to or change in the covenants described
in the Indenture with respect to such Debt Securities; (21) any other terms of
such Debt Securities, which may modify or delete any provision of the Indenture
insofar as it applies to such series; and (22) any depositories, interest rate
calculation agents, exchange rate calculation agents or other agents with
respect to the Debt Securities. (Indenture Section 2.2).
Debt Securities may be issued that provide for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to the terms of the Indenture
("Discount Securities"). Federal income tax considerations and other special
considerations applicable to any such Discount Securities will be described in
the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of, premium, if any, or interest, if any, on any series of Debt
Securities is payable in a foreign currency or currencies or a foreign currency
unit or units, the restrictions, elections, general tax considerations,
specific terms and other information with respect to such issue of Debt
Securities and such foreign currency or currencies or foreign currency unit or
units will be set forth in the applicable Prospectus Supplement.
TRANSFER AND EXCHANGE
Each Debt Security will be represented by either one or more global
securities (a "Global Debt Security") registered in the name of The Depository
Trust Company, as depository (the "Depository"), or a nominee of the Depository
(each such Debt Security represented by a Global Debt Security being herein
referred to as a "Book-Entry Debt Security"), or a certificate issued in
definitive registered form (a "Certificated Debt Security"), as set forth in
the applicable Prospectus Supplement. Except as set forth under "--Global Debt
Securities and Book-Entry System" below, Book-Entry Debt Securities will not be
issuable in certificated form. The information in this section concerning the
Depository and its book-entry system and procedures has been obtained from
sources the Company believes to be reliable, but the Company takes no
responsibility for the accuracy of the information in this section.
Certificated Debt Securities. Certificated Debt Securities may be
transferred or exchanged at the Trustee's office or paying agencies in
accordance with the terms of the Indenture. No service charge will be made for
any transfer or exchange of Certificated Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The transfer of Certificated Debt Securities and the right to receive the
principal of, premium, if any, and interest, if any, on such Certificated Debt
Securities may be effected only by surrender of the certificate representing
such Certificated Debt Securities and either reissuance by the Company or the
Trustee of such certificate to the new Holder or the issuance by the Company or
the Trustee of a new certificate to the new Holder.
Global Debt Securities and Book-Entry System. Each Global Debt Security
representing Book-Entry Debt Securities will be deposited with, or on behalf
of, the Depository, and registered in the name of the Depository or a nominee
of the Depository. Except as set forth below, Book-Entry Debt Securities will
not be exchangeable for Certificated Debt Securities and will not otherwise be
issuable as Certificated Debt Securities.
The Depository is a limited purpose trust company organized under the laws
of the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depository was created to hold securities for its
participating organizations ("participants") and facilitate the clearance and
settlement of securities transactions between participants through electronic
book-entry changes in accounts of its participants, thereby eliminating the
need for physical movements of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing
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corporations, and may include certain other organizations. Indirect access to
the Depository's system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The procedures
that the Depository has indicated it intends to follow with respect to
Book-Entry Debt Securities are set forth below.
Ownership of beneficial interests in Book-Entry Debt Securities will be
limited to participants or persons that may hold interests through
participants. Upon the issuance of a Global Debt Security, the Depository will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the Book-Entry Debt
Securities represented by such Global Debt Security beneficially owned by such
participants. The accounts to be credited shall be designated by participants
participating in the distribution of such Book-Entry Debt Securities.
Ownership of Book-Entry Debt Securities will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Depository for the related Global Debt Security (with respect to interests
of participants) and on the records of participants (with respect to interests
of persons holding through participants). The laws of some states may require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to own, transfer or
pledge beneficial interests in Book-Entry Debt Securities.
So long as the Depository for a Global Debt Security, or its nominee, is
the registered owner of such Global Debt Security, the Depository or such
nominee, as the case may be, will be considered the sole owner or Holder of the
Book-Entry Debt Securities represented by such Global Debt Security for all
purposes under the Indenture. Except as set forth below, beneficial owners of
Book-Entry Debt Securities will not be entitled to have such securities
registered in their names, will not receive or be entitled to receive physical
delivery of a certificate in definitive form representing such securities and
will not be considered the owners or Holders thereof under the Indenture.
Accordingly, each person beneficially owning Book-Entry Debt Securities must
rely on the procedures of the Depository for the related Global Debt Security
and, if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a Holder
under the Indenture.
The Company understands, however, that under existing industry practice,
the Depository will authorize the persons on whose behalf it holds a Global
Debt Security to exercise certain rights of Holders of Debt Securities, and the
Indenture provides that the Company, the Trustee and their respective agents
will treat as the Holder of a Debt Security the persons specified in a written
statement of the Depository with respect to such Global Debt Security for
purposes of obtaining any consents or directions required to be given by
Holders of the Debt Securities pursuant to the Indenture. (Indenture Section
2.14.6)
Payments of principal of, premium, if any, and interest, if any, on
Book-Entry Debt Securities will be made to the Depository or its nominee, as
the case may be, as the registered Holder of the related Global Debt Security.
(Indenture Section 2.14.5) None of the Company, the Trustee or any other agent
of the Company or agent of the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such Global Debt Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. However, the Trustee may maintain physical possession of
such Global Debt Security on behalf of the Depository or its nominee pursuant
to an agreement between the Trustee and the Depository.
If the Depository is at any time unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depository registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue
Certificated Debt Securities in exchange for each Global Debt Security. In
addition, the Company may at any time and in its sole discretion determine not
to have the Book-Entry Debt Securities of any series represented by one or more
Global Debt Securities and, in such event, will issue Certificated Debt
Securities in exchange for the Global Debt Securities of such series. Global
Debt Securities will also be exchangeable by the Holders for Certificated Debt
Securities if an Event of Default with respect to the Book-Entry Debt
Securities represented by such Global Debt Securities has occurred and is
continuing. Any Certificated Debt Securities issued in exchange for a Global
Debt Security will be registered in such name or names as the Depository shall
instruct the Trustee. It is expected that such instructions will be based upon
directions received by the Depository from participants with respect to
ownership of Book-Entry Debt Securities relating to such Global Debt Security.
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NO PROTECTION IN THE EVENT OF A CHANGE OF CONTROL
Unless otherwise set forth in the applicable Prospectus Supplement, the
Debt Securities will not contain any provisions which may afford Holders of the
Debt Securities protection in the event of a change in control of the Company
or in the event of a highly leveraged transaction (whether or not such
transaction results in a change in control of the Company) which could
adversely affect Holders of Debt Securities.
COVENANTS
The applicable Prospectus Supplement will set forth any restrictive
covenants applicable with respect to any issue of Debt Securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any
Person (a "successor Person") unless (i) the Company is the surviving
corporation or the successor Person (if other than the Company) is a
corporation, partnership, trust or other entity organized and existing under
the laws of any United States domestic jurisdiction and expressly assumes the
Company's obligations on the Debt Securities and under the Indenture, (ii)
immediately after giving effect to the transaction, no Event of Default, and no
event which, after notice or lapse of time, or both, would become an Event of
Default shall have occurred and be continuing under the Indenture and (iii)
certain other conditions are met. (Indenture Section 5.1)
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture with respect
to Debt Securities of any series: (a) default in the payment of any interest
on any Debt Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days (unless the entire amount
of such payment is deposited by the Company with the Trustee or with a paying
agent prior to the expiration of such period of 30 days); (b) default in the
payment of principal of or premium, if any, on any Debt Security of that series
when due and payable; (c) default in the deposit of any sinking fund payment,
when and as due in respect of any Debt Security of that series; (d) default in
the performance or breach of any other covenant or warranty of the Company in
the Indenture (other than a covenant or warranty that has been included in the
Indenture solely for the benefit of a series of Debt Securities other than that
series), which default continues uncured for a period of 60 days after written
notice to the Company by the Trustee or to the Company and the Trustee by the
Holders of not less than a majority in principal amount of the outstanding Debt
Securities of that series as provided in the Indenture; (e) certain events of
bankruptcy, insolvency or reorganization with respect to the Company; and (f)
any other Event of Default provided with respect to Debt Securities of that
series that is described in the applicable Prospectus Supplement. No Event of
Default with respect to a particular series of Debt Securities (except as to
certain events of bankruptcy, insolvency or reorganization with respect to the
Company) necessarily constitutes an Event of Default with respect to any other
series of Debt Securities. (Indenture Section 6.1). The occurrence of an
Event of Default may constitute an event of default under the Company's credit
agreements in existence from time to time. In addition, the occurrence of
certain Events of Default or an acceleration under the Indenture may constitute
an event of default under certain other indebtedness of the Company outstanding
from time to time.
Unless otherwise specified in the applicable Prospectus Supplement, if an
Event of Default with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than a majority in principal amount of the outstanding
Debt Securities of that series may, by a notice in writing to the Company (and
to the Trustee if given by the Holders), declare to be due and payable
immediately the principal amount (or, if the Debt Securities of that series are
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of and accrued and unpaid interest, if any, on all
Debt Securities of that series. In the case of an Event of Default resulting
from certain events of bankruptcy, insolvency or reorganization, the principal
amount (or such specified amount) of and accrued and unpaid interest, if any,
on all outstanding Debt Securities shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder of outstanding Debt Securities. At any time after a declaration
of acceleration with respect to Debt Securities of any series has been made,
but before a judgment or decree for payment of the money due has been obtained
by the Trustee, the Holders of a majority in principal amount of the
outstanding
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Debt Securities of that series may rescind and annul such
acceleration if all Events of Default, other than the non-payment of
accelerated principal and interest, if any, with respect to Debt Securities of
that series, have been cured or waived as provided in the Indenture.
(Indenture Section 6.2) For information as to waiver of defaults see the
discussion set forth below under "--Modification and Waiver." Reference is
made to the applicable Prospectus Supplement (i) relating to any series of Debt
Securities that are Discount Securities for the particular provisions relating
to acceleration of a portion of the principal amount of such Discount
Securities upon the occurrence of an Event of Default, or (ii) relating to any
series of Debt Securities that are designated as subordinated debt for the
particular provisions relating to acceleration of a portion of the principal
amount of such subordinated Debt Securities upon the occurrence of an Event of
Default.
The Indenture provides that the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of outstanding Debt Securities, unless the Trustee receives indemnity
satisfactory to it against any loss, liability or expense. (Indenture Section
7.1(e)) Subject to certain rights of the Trustee, the Holders of a majority in
principal amount of the outstanding Debt Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Debt Securities of that series. (Indenture
Section 6.12)
No Holder of any Debt Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any remedy under the
Indenture, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt Securities
of that series and unless also the Holders of not less than a majority in
principal amount of the outstanding Debt Securities of that series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the outstanding Debt
Securities of that series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. (Indenture Section
6.7) Notwithstanding the foregoing, the Holder of any Debt Security will have
an absolute and unconditional right to receive payment of the principal of,
premium, if any, and any interest on such Debt Security on or after the due
dates expressed in such Debt Security and to institute suit for the enforcement
of any such payment. (Indenture Section 6.8)
The Indenture requires the Company, within 90 days after the end of each
of its fiscal years, to furnish to the Trustee a statement as to compliance
with the Indenture. (Indenture Section 4.3) The Indenture provides that the
Trustee may withhold notice to the Holders of Debt Securities of any series of
any Default or Event of Default (except in payment on any Debt Securities of
such series) with respect to Debt Securities of such series if it in good faith
determines that withholding such notice is in the interest of the Holders of
such Debt Securities. (Indenture Section 7.5)
MODIFICATION AND WAIVER
The Indenture provides that modifications to, and amendments of, the
Indenture or any series of Debt Securities issued thereunder may be made by the
Company and the Trustee without the consent of the Holders for the following
purposes: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
comply with Article V (which governs the Company's ability to merge or
consolidate with, and to be replaced by, a successor corporation); (iii) to
provide for uncertificated Debt Securities in addition to or in place of
certificated Debt Securities; (iv) to make any change that does not adversely
affect the rights of any Holder; (v) to provide for the issuance of and
establish the form and terms and conditions of Debt Securities of any series as
permitted by the Indenture; (vi) to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee with respect to the Debt
Securities of one or more series and to add to or change any of the provisions
of the Indenture as shall be necessary to provide for or facilitate the
administration of the trusts under the Indenture by more than one Trustee; or
(vii) to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act of
1939, as amended. (Indenture Section 9.1)
Other modifications to, and amendments of, the Indenture or any series of
Debt Securities issued thereunder may be made by the Company and the Trustee
with the consent of the Holders of at least a majority in principal amount of
the outstanding Debt Securities of each series affected by such modifications
or amendments. However, no such modification or amendment may, without the
consent of the Holder of each outstanding Debt Security affected thereby: (a)
change the amount of Debt Securities whose Holders must consent to an
amendment, supplement or waiver; (b) reduce the rate of or extend the time for
payment of interest (including default interest) on any Debt Security; (c)
reduce the principal of or premium, if any, on, or change
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the fixed maturity of, any Debt Security or reduce the amount of, or
postpone the date fixed for, the payment of any sinking fund or analogous
obligation with respect to any series of Debt Securities; (d) reduce the
principal amount of Discount Securities payable upon acceleration of the
maturity thereof; (e) waive a default in the payment of the principal of,
premium, if any, or interest, if any, on any Debt Security (except a rescission
of acceleration of the Debt Securities of any series by the Holders of at least
a majority in aggregate principal amount of the then outstanding Debt
Securities of such series and a waiver of the payment default that resulted
from such acceleration); (f) make the principal of, or premium, if any, or
interest, if any, on any Debt Security payable in currency other than that
stated in the Debt Security; (g) make any change to certain provisions of the
Indenture relating to, among other things, the right of Holders of Debt
Securities to receive payment of the principal of, premium, if any, and
interest, if any, on such Debt Securities and to institute suit for the
enforcement of any such payment and to waivers or amendments; or (h) waive a
redemption payment with respect to any Debt Security or change any of the
provisions with respect to the redemption of any Debt Security. (Indenture
Section 9.3)
The Holders of at least a majority in principal amount of the outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that series is concerned,
compliance by the Company with provisions of the Indenture other than certain
specified provisions. (Indenture Section 9.2) The Holders of not less than a
majority in principal amount of the outstanding Debt Securities of any series
may on behalf of the Holders of all the Debt Securities of such series waive
any past default under the Indenture with respect to such series and its
consequences, except a default in the payment of the principal of, premium, if
any, or interest, if any, on any Debt Security of that series or in respect of
a covenant or provision which cannot be modified or amended without the consent
of the Holder of each outstanding Debt Security of such series affected (except
that the Holders of a majority in principal amount of the outstanding Debt
Securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
(Indenture Section 6.13)
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
Satisfaction and Discharge of Indenture. The Indenture provides that,
upon satisfaction by the Company of certain conditions, the terms of the
Indenture will cease to be of further effect (except for certain obligations to
register the transfer or exchange of Debt Securities, to replace stolen, lost
or mutilated Debt Securities, to maintain paying agencies, to compensate and
indemnify the Trustee and certain provisions relating to the treatment of funds
held by paying agents) in the event that either (i) all Debt Securities
theretofore authenticated and delivered under the Indenture (other than Debt
Securities that have been destroyed, lost or stolen and that have been replaced
or paid) have been delivered to the Trustee for cancellation; or (ii) all Debt
Securities issued under the Indenture not theretofore delivered to the Trustee
for cancellation (a) have become due and payable, (b) will become due and
payable at their stated maturity within one year, (c) are to be called for
redemption within one year under arrangements satisfactory to the Trustee, at
the expense of the Company, or (d) are deemed paid and discharged pursuant to
the provisions of the Indenture described under "--Legal Defeasance," below.
The Company must, in order to be discharged from its obligations under the
Indenture as a result of events described in the preceding sentence, (1)
deposit or cause to be deposited with the Trustee trust funds in an amount
sufficient for the purpose of paying and discharging the entire indebtedness on
such Debt Securities not theretofore delivered to the Trustee for cancellation,
for principal and interest to the date of such deposit (in the case of Debt
Securities which have become due and payable on or prior to the date of such
deposit) or to the stated maturity or redemption date, as the case may be; (2)
have paid or caused to be paid all other sums payable by the Company under the
Indenture; and (3) delivered to the Trustee an officer's certificate and an
opinion of counsel, each stating that all conditions precedent provided for in
the Indenture relating to the satisfaction and discharge of the Indenture have
been complied with. (Indenture Section 8.1)
Legal Defeasance. The Indenture provides that, unless otherwise provided
by the terms of the applicable series of Debt Securities, the Company may be
discharged from any and all obligations in respect of the Debt Securities of
any series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, and to maintain paying agencies and certain
provisions relating to the treatment of funds held by paying agents) upon the
deposit with the Trustee, in trust, of money and/or United States Government
Obligations or, in the case of Debt Securities denominated in a single currency
other than United States Dollars, Foreign Government Obligations, that, through
the payment of interest and principal in respect thereof in accordance with
their terms, will provide money in an amount sufficient in the opinion of a
nationally recognized firm of independent public accountants to pay and
discharge each installment of principal, premium, if any, and interest, if any,
on and any mandatory sinking fund payments in respect of the Debt Securities
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of such series on the stated maturity of such payments in accordance with the
terms of the Indenture and such Debt Securities. Such discharge may occur only
if, among other things, the Company shall have delivered to the Trustee an
opinion of counsel stating that the Company has received from, or there has
been published by, the United States Internal Revenue Service a ruling or,
since the date of execution of the Indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Debt Securities of such series will not recognize income, gain or loss for
United States federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to United States federal income
tax on the same amounts and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred.
(Indenture Section 8.3)
Defeasance of Certain Covenants. The Indenture provides that, unless
otherwise provided by the terms of the applicable series of Debt Securities,
upon compliance with certain conditions, (i) the Company may omit to comply
with the covenants described above under "--Consolidation, Merger and Sale of
Assets" and certain other covenants set forth in the Indenture and any other
covenants applicable to such Debt Securities, as well as any additional
covenants which may be set forth in the applicable Prospectus Supplement, and
(ii) any omission to comply with such covenants will not constitute a Default
or an Event of Default with respect to, and certain Events of Default will be
inapplicable to, the Debt Securities of such series ("covenant defeasance").
The conditions include: the deposit with the Trustee of money and/or United
States Government Obligations or, in the case of Debt Securities denominated in
a single currency other than United States Dollars, Foreign Government
Obligations, that, through the payment of interest and principal in respect
thereof in accordance with their terms, will provide money in an amount
sufficient in the opinion of a nationally recognized firm of independent public
accountants to pay and discharge each installment of principal of, premium, if
any, and interest, if any, on and any mandatory sinking fund payments in
respect of the Debt Securities of such series on the stated maturity of such
payments in accordance with the terms of the Indenture and such Debt
Securities; and the delivery to the Trustee of an opinion of counsel to the
effect that the Holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such deposit and related covenant defeasance and will be subject to
United States federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if such deposit and related
covenant defeasance had not occurred. (Indenture Section 8.4)
Covenant Defeasance and Events of Default. In the event the Company
exercises its option to effect covenant defeasance with respect to any series
of Debt Securities and the Debt Securities of such series are declared due and
payable because of the occurrence of any Event of Default, the amount of money
and/or United States Government Obligations or Foreign Government Obligations
on deposit with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series at the time of their stated maturity but may not be
sufficient to pay amounts due on the Debt Securities of such series at the time
of the acceleration resulting from such Event of Default. However, the Company
shall remain liable for such payments.
"Foreign Government Obligations" means, with respect to Debt Securities of
any series that are denominated in a currency other than United States Dollars,
(i) direct obligations of the government that issued or caused to be issued
such currency for the payment of which obligations its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by or acting
as an agency or instrumentality of such government the timely payment of which
is unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed
in accordance with, the internal laws of the State of New York. (Indenture
Section 10.10)
DESCRIPTION OF PREFERRED STOCK
Under the Company's Restated Certificate of Incorporation, as amended
("Certificate of Incorporation"), the Company may issue, in one or more classes
or series, up to 500,000 shares of its Preferred Stock, with such powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions as shall
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be designated in resolutions adopted by the Board of Directors or a duly
authorized committee thereof. No shares of Preferred Stock are currently
outstanding, but 250,000 shares of Preferred Stock are reserved for issuance in
connection with the Series A Rights described under "Description of Common
Stock--Certain Provisions of the Certificate of Incorporation, By-laws and
Rights Agreement." The Preferred Stock, if and when issued, will be fully paid
and nonassessable and holders thereof will have no preemptive rights.
The specific terms of any Preferred Stock being offered (the "Offered
Preferred Stock") will be described in the Prospectus Supplement relating to
such Offered Preferred Stock. The following summaries of certain provisions of
the Preferred Stock are subject to, and are qualified in their entirety by
reference to, the Certificate of Incorporation and the Certificate of
Designation relating to the particular class or series of Preferred Stock.
Reference is made to the Prospectus Supplement relating to the Offered
Preferred Stock offered thereby for specific terms, including:
(1) The designation of such Offered Preferred Stock.
(2) The number of shares of such Offered Preferred Stock offered, the
liquidation preference per share and the initial offering price of such
Offered Preferred Stock.
(3) The dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to such Offered Preferred Stock.
(4) The date from which dividends on such Offered Preferred Stock shall
accumulate, if applicable.
(5) The procedures for any auction and remarketing, if any, of such Offered
Preferred Stock.
(6) The provision of a sinking fund, if any, for such Offered Preferred
Stock.
(7) The provision for redemption, if applicable, of such Offered Preferred
Stock.
(8) Any listing of such Offered Preferred Stock on any securities exchange.
(9) The terms and conditions, if applicable, upon which such Offered
Preferred Stock will be convertible into or exchangeable for Common Stock,
and whether at the option of the holder thereof or the Company.
(10) Whether such Offered Preferred Stock will rank senior or junior to or on
a parity with any other class or series of Offered Preferred Stock.
(11) The voting rights, if any, of such Offered Preferred Stock.
(12) Any other specific terms, preferences, rights, limitations or
restrictions of such Offered Preferred Stock.
(13) A discussion of Federal income tax considerations applicable to such
Offered Preferred Stock.
Subject to the Certificate of Incorporation and to any limitations
contained in then outstanding Preferred Stock, the Company may issue additional
classes or series of Preferred Stock, at any time or from time to time, with
such powers, preferences and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof, as the Board of
Directors or any duly authorized committee thereof shall determine, all without
further action of the stockholders, including holders of then outstanding
Preferred Stock, of the Company.
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DESCRIPTION OF COMMON STOCK
The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of Common Stock, par value $1.00 per share. As of January
31, 1998, there were approximately 43,409,000 shares of Common Stock
outstanding. The outstanding shares of Common Stock are validly issued, fully
paid and non-assessable, and the shares of Common Stock offered pursuant to
this Prospectus and a related Prospectus Supplement, when issued and sold as
contemplated herein and therein, will be validly issued, fully paid and
non-assessable.
The following summary description of the Common Stock of the Company does
not purport to be complete and is qualified in its entirety by reference to the
Company's Certificate of Incorporation, and to Delaware corporate law.
GENERAL
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of Common
Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available therefor, subject to any preferential
dividend rights of outstanding Preferred Stock and certain covenants contained
in documents governing debt of the Company which may limit the Company's
ability to declare or pay dividends. Upon the liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company available after the payment of all debts
and other liabilities and subject to the prior rights of any outstanding
Preferred Stock. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and privileges of
holders of Common Stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of Preferred Stock which the
Company may designate and issue in the future.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BY-LAWS AND RIGHTS
AGREEMENT
Certain provisions of the Certificate of Incorporation and By-laws of the
Company and the Rights Agreement dated as of March 14, 1990 (the "Rights
Agreement") between the Company and Harris Trust and Savings Bank, as Rights
Agent, summarized below may be deemed to have an anti-takeover effect and may
delay, defer or prevent a tender offer or takeover attempt that a stockholder
might consider in its best interest, including those attempts that might result
in a premium over the market price for the shares held by stockholders.
The Certificate of Incorporation or By-laws provide generally (i) that
there shall be three classes of directors serving staggered terms; (ii) that
directors can be removed from office only by the affirmative vote of the
holders of at least 80% of the combined voting power of the then outstanding
shares of stock entitled to vote generally in an election of directors, voting
together as a single class; (iii) that vacancies on the Board of Directors may
be filled only by the remaining directors and not by the stockholders; (iv)
that the Board of Directors may adopt, amend or repeal the By-laws of the
Company; and (v) for an advance notice procedure for the nomination, other than
by or at the direction of the Board of Directors, of candidates for election as
directors at annual meetings of stockholders. In general, notice of intent to
nominate a director at an annual meeting must be received by the Company not
less than 90 days prior to the annual meeting and must contain certain
information concerning the person to be nominated and the stockholder
submitting the proposal. The Certificate of Incorporation also provides that
any action required or permitted to be taken by the stockholders of the Company
may be effected only at an annual or special meeting of stockholders, and
stockholder action by written consent in lieu of a meeting is prohibited. The
affirmative vote of the holders of at least 80 percent of the combined voting
power of the then outstanding shares of stock of the Company entitled to vote
generally in the election of directors, voting together as a single class, is
required to alter, amend or repeal, or adopt any provision inconsistent with,
this provision. In addition, special meetings of stockholders may be called
only by the Board of Directors pursuant to a resolution approved by a majority
of the entire Board of Directors.
Article Ninth of the Certificate of Incorporation of the Company provides
that any merger or other business combination between the Company and an
interested stockholder (a holder of at least 20% of the outstanding Common
Stock) must be approved by the holders of 80% of the outstanding shares of
Common Stock unless the price paid for shares of Common Stock in the merger or
business combination equals or exceeds the higher of (a) the highest price paid
by the interested stockholder for
-14-
<PAGE> 17
any of its shares of Common Stock, (b) the fair market value of the shares
of Common Stock prior to the first public announcement of the merger or
business combination and (c) the fair market value of the shares of Common
Stock on the date the interested stockholder became an interested stockholder.
The merger or business combination must also meet certain form of consideration
and procedural requirements. The 80% requirement is not applicable if the
merger or business combination is approved by the disinterested directors of
the Company.
Each share of Common Stock has associated with it one preferred share
purchase right (the "Series A Right") permitting the holder to purchase one
two-hundredth of a share of the Company's Series A Preferred Stock at an
exercise price of $115 per share, subject to certain adjustments. The terms of
the Series A Rights are set forth in the Rights Agreement. The Series A Rights
are not exercisable and are transferable only with the related Common Stock
certificates. The Series A Rights become exercisable and separately
transferable ten days following a public announcement that a person or group of
affiliated or associated persons has become the beneficial owner of 20% or more
of the outstanding shares of Common Stock or, if earlier, ten business days (or
such other day as the Board of Directors of the Company may determine)
following the commencement of a tender or exchange offer that would result in a
person or group becoming the beneficial owner of 20% or more of the outstanding
shares of Common Stock. Thereafter, the Series A Rights will trade separately
from the Common Stock. After the Series A Rights become exercisable, if (i) a
person becomes the beneficial owner of 20% or more of the then outstanding
shares of Common Stock, or (ii) the Company is the surviving corporation in a
merger or other business combination with the acquiring person, an acquiring
person engages in one or more self-dealing transactions involving the Company
or a reclassification of stock or other transaction occurs that results in the
increase of 1% or more in the percentage of any class of equity securities of
the Company that is owned by any acquiring person, each holder of a Right
(other than the acquiring person or group) will have the right to receive, upon
exercise of such Right, shares of Common Stock, or, in certain circumstances,
cash, property or other securities with a value equal to two times the Series A
Right's then-current exercise price. In addition, after the acquisition of 20%
or more of the outstanding shares of Common Stock by an acquiring person or
group, in the event that (i) the Company is acquired in a merger or other
business combination, or (ii) 50% or more of the assets or earnings power of
the Company is sold or otherwise transferred, each holder of a Right (other
than the acquiring person or group) will have the right to receive, upon
exercise of such Right, shares of common stock of the acquirer then having a
current market value equal to two times the Series A Right's then-current
exercise price. At any time after the acquisition by a person or group of
beneficial ownership of 20% or more of the outstanding shares of Common Stock
of the Company and before the acquisition by a person or group of beneficial
ownership of 50% or more of the outstanding shares of Common Stock of the
Company, the Board of Directors may exchange the Series A Rights (other than
the Series A Rights of such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock per Series A
Right, subject to adjustment. Under certain circumstances, the Series A Rights
may be redeemed at a price of $.01 per Series A Right. The Series A Rights
will expire on March 31, 2000, unless earlier redeemed by the Company. The
Rights Agreement generally provides that a Series A Right will be issued in
connection with each share of Common Stock (i) issued prior to the earliest of
the Distribution Date (as defined in the Rights Agreement) or the redemption,
exchange or expiration of the Series A Rights or (ii) issued at certain other
times pursuant to certain options, warrants or convertible securities.
The foregoing summary is qualified in its entirety by reference to the
provisions of the Certificate of Incorporation, By-laws and Rights Agreement.
STATUTORY PROVISIONS
The Company is subject to Section 203 of the Delaware General Corporation
Law ("DGCL"). Section 203 of the DGCL prohibits certain transactions
between a Delaware corporation and an "interested stockholder," which is
defined as a person who, together with any affiliates and/or associates of such
person, beneficially owns, directly or indirectly, 15 percent or more of the
outstanding voting shares of a Delaware corporation. This provision prohibits
certain business combinations (defined broadly to include mergers,
consolidations, sales or other dispositions of assets having an aggregate value
in excess of 10 percent of the consolidated assets of the corporation, and
certain transactions that would increase the interested stockholder's
proportionate share ownership in the corporation) between an interested
stockholder and a corporation for a period of three years after the date the
interested stockholder acquired its stock, unless (i) the business combination
is approved by the corporation's board of directors prior to the date the
interested stockholder acquired shares; (ii) the interested stockholder
acquired at least 85 percent of the voting stock of the corporation in the
transaction in which it became an interested stockholder; or (iii) the business
combination is approved by a majority of the board of directors and by the
affirmative vote of two-thirds of the votes entitled to
-15-
<PAGE> 18
be cast by disinterested stockholders at an annual or special meeting. A
Delaware corporation, pursuant to a provision in its certificate of
incorporation or by-laws, may choose not to be governed by Section 203 of the
DGCL in which case such election becomes effective one year after its adoption.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Boston EquiServe,
L.P.
PLAN OF DISTRIBUTION
The Company may sell the Securities in and/or outside the United States:
(i) through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. The Prospectus
Supplement with respect to the Securities being offered (the "Offered
Securities") will set forth the terms of the offering of the Offered
Securities, including the name or names of any underwriters or agents, the
purchase price of the Offered Securities and net proceeds to the Company from
such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The Offered Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more underwriters. The underwriter or underwriters with
respect to a particular underwritten series of Offered Securities, or, if an
underwriting syndicate is used, the managing underwriter or underwriters, will
be set forth on the cover of the applicable Prospectus Supplement. Unless
otherwise set forth in the Prospectus Supplement relating thereto, the
obligations of the underwriters to purchase the Offered Securities will be
subject to conditions precedent and the underwriters will be obligated to
purchase all of the Offered Securities if any are purchased.
If dealers are utilized in the sale of Offered Securities in respect of
which this Prospectus is delivered, and if so specified in the applicable
Prospectus Supplement, the Company will sell such Offered Securities to the
dealers as principals. The dealers may then resell such Offered Securities to
the public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the applicable Prospectus Supplement.
Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Securities in respect to which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the underwriters, dealers or agents may be
required to make in respect thereof. Underwriters, dealers and agents may be
customers of, may engage in transactions with, or perform services for, the
Company in the ordinary course of business.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby will
be passed upon for the Company by Steven L. Carson, Esq., General Counsel of
the Company. Mr. Carson is the beneficial owner of 1,180 shares of Common Stock
of the Company. Certain legal matters will be passed upon for any agents or
underwriters by counsel for such agents or underwriters identified in the
applicable Prospectus Supplement.
-16-
<PAGE> 19
EXPERTS
The consolidated financial statements and schedules of the Company as of
July 31, 1997 and July 31, 1996 and for each of the three years in the period
ended July 31, 1997, as set forth in the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1997, have been audited by Arthur Andersen
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedules are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein by reference in
reliance upon the reports of such auditors pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.
-17-
<PAGE> 20
======================================== ===================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY [WALLACE LOGO]
REPRESENTATION OTHER THAN CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN, OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST WALLACE COMPUTER SERVICES, INC.
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THOSE SPECIFICALLY
OFFERED HEREBY, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OFFERED $300,000,000
HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE DEBT SECURITIES
HEREOF OR THAT THE INFORMATION CONTAINED PREFERRED STOCK
HEREIN IS CORRECT AS OF ANY TIME COMMON STOCK
SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS.
______________
___________
PROSPECTUS
_________
TABLE OF CONTENTS
PAGE
Available Information .............. 2 ____________, 1998
Incorporation of Certain
Information by Reference.......... 2
Disclosure Regarding
Forward-Looking Statements........ 2
The Company......................... 4
Use of Proceeds..................... 5
Ratios of Earnings to
Fixed Charges..................... 5
Description of Debt Securities...... 6
Description of Preferred Stock...... 12
Description of Common Stock......... 14
Plan of Distribution................ 16
Legal Matters....................... 16
Experts............................. 16
======================================== ===================================
-18-
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are
estimated, except the SEC registration fee.
<TABLE>
<S> <C>
S.E.C. registration fee $88,500
*Legal fees and expenses 75,000
*Printing and engraving 60,000
*Fees of accountants 20,000
*Fees of trustees 11,000
*Blue sky fees and expenses 5,000
*Rating agency fees 210,000
*Miscellaneous 10,000
*TOTAL $479,500
========
</TABLE>
- -------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was illegal. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
In accordance with the DGCL, the Certificate of Incorporation of the
Company contains a provision to limit the personal liability of the directors
of the Company for violations of their fiduciary duty. This provision
eliminates each director's liability to the Company or its stockholders for
monetary damages except to the extent provided by the DGCL (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct,
deliberate dishonesty or a knowing violation of law, (iii) under Section 174 of
the DGCL providing for liability of directors for unlawful payment of dividends
or unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper benefit. The effect of this provision is
to eliminate the personal liability of directors for monetary damages for
actions involving a breach of their fiduciary duty of care, including any such
actions involving gross negligence.
The Certificate of Incorporation of the Company provide for
indemnification of the Company's officers and directors to the fullest extent
permitted by applicable law. It states that the indemnification provided
therein shall not be exclusive. In
<PAGE> 22
addition, the Company maintains insurance policies which provide coverage for
its officers and directors in certain situations where the Company cannot
directly indemnify such officers or directors.
ITEM 16. EXHIBITS.
A list of exhibits included as part of this Registration Statements is set
forth in the Exhibit Index appearing elsewhere herein and is incorporated
herein by reference.
ITEM 17. 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;
(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. Notwithstanding the foregoing, 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 any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(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
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 incurred or paid by a director, officer or
controlling person of the registrant
S-2
<PAGE> 23
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 Act and will be governed by the
final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
(e) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
S-3
<PAGE> 24
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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lisle, State of Illinois, on February 24, 1998.
WALLACE COMPUTER SERVICES, INC.
By: /s/ ROBERT J. CRONIN
------------------------------------
Robert J. Cronin
Director, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Robert J. Cronin and Michael J.
Halloran, and each or any of them, 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 attorneys-in-fact
and agents or any of 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 in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ ROBERT J. CRONIN
- ----------------------------- Director, President and February 24, 1998
Robert J. Cronin Chief Executive Officer
/s/ MICHAEL J. HALLORAN
- ----------------------------- Vice President, Chief Financial February 24, 1998
Michael J. Halloran Officer and Assistant Secretary
(Principal Accounting Officer)
/s/ THEODORE DIMITRIOU
- ----------------------------- Chairman of the Board February 24, 1998
Theodore Dimitriou
/s/ ALBERT W. ISENMAN, III
- ----------------------------- Director February 24, 1998
Albert W. Isenman, III
/s/ JOHN C. POPE Director February 24, 1998
- ---------------------------
John C. Pope
/s/ NEELE E. STEARNS, JR. Director February 24, 1998
- ---------------------------
Neele E. Stearns, Jr.
</TABLE>
<PAGE> 25
EXHIBIT INDEX
EXHIBIT
NUMBER
*1.1 Form of Underwriting Agreement.
4.1 Restated Certificate of Incorporation of the Company as filed with the
Secretary of the State of Delaware on January 7, 1987 (incorporated by
reference to Commission File No. 1-06528, Exhibit 3 to the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1987).
4.2 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 (incorporated by
reference to Commission File No. 1-06528, Exhibit 3 to the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1987).
4.3 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 (incorporated by
reference to Commission File No. 1-06528, Exhibit 3.1C to the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1997).
4.4 Certificate of Designation, Preferences and Rights of Series A Preferred
Stock of the Company as filed with the Secretary of State of the State
of Delaware on March 15, 1990 (incorporated by reference to Commission
File No. 1-06528, Exhibit 3 to the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1990).
4.5 Amended and Restated By-Laws of the Company on January 5, 1996
(incorporated by reference to Commission File No. 1-06528, Exhibit 3.1
to the Company's Quarterly Report on Form 10-K dated January 31,
1996).
4.6 Form of Rights Agreement, dated as of March 14, 1990, between the
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
(incorporated by reference to Commission File No. 1-06528, Exhibit 28.2
to the Company's Current Report on Form 8-K dated March 14, 1990).
*4.7 Form of Indenture between the Company and one or more commercial banks
to be named, as trustee.
*4.8 Form of Debt Security.
*4.9 Certificate of Designation of Preferred Stock.
5 Opinion of Steven L. Carson, Esq., General Counsel to the Company.
12 Statement of Calculation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Steven L. Carson, Esq. (included in Exhibit 5).
24 Powers of Attorney (included in the signature page of this Registration
Statement).
**25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on Form
T-1 relating to the Indenture.
* To be filed by amendment or by a report on Form 8-K pursuant to
Regulation S-K, Item 601(b).
** To be filed separately and at a later date pursuant to Trust Indenture
Act Section 305(b)(2).
<PAGE> 1
EXHIBIT 5
[Letterhead of Steven L. Carson]
February 24, 1998
Wallace Computer Services, Inc.
2275 Cabot Drive
Lisle, Illinois 60532
Re: Wallace Computer Services, Inc. Registration Statement on Form S-3
------------------------------------------------------------------
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Wallace Computer Services, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to $300,000,000 aggregate initial offering price of (a) shares of its
common stock, par value $1.00 per share ("Common Stock"), (b) shares of its
preferred stock, par value $50.00 per share ("Preferred Stock"), in one or more
series, and (c) unsecured debt securities ("Debt Securities," and, collectively
with the Common Stock and Preferred Stock, the "Securities"). The Securities
were authorized for issuance, offering and sale by the Board of Directors of
the Company by resolutions duly adopted on January 8, 1998 (the
"Resolutions"). The Debt Securities specified in the applicable prospectus
supplement (as supplemented by any applicable pricing supplement relating
thereto, the "Prospectus Supplement") will be issued pursuant to one or more
indentures and one or more supplements thereto (collectively, the
"Indentures"), in each case between the Company and a trustee (each, a
"Trustee"). All capitalized terms not otherwise defined herein have the
meaning set forth in the Registration Statement.
I am familiar with the proceedings to date with respect to the proposed
issuance and sale of the Securities and have examined such records, documents
and questions of law, and satisfied myself as to such matters of fact, as I
have considered relevant and necessary as a basis for this opinion. I have
assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of all natural persons and
the conformity with the original documents of any copies thereof submitted to
me for my examination.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
<PAGE> 2
2. The Common Stock will be legally issued, fully paid and non-assessable
when (i) the Registration Statement, as finally amended, shall have become
effective under the Securities Act, (ii) the issuance and sale of the Common
Stock shall have been approved in accordance with the Resolutions, as
contemplated by the Registration Statement and any applicable Prospectus
Supplement, and (iii) certificates representing the Common Stock shall have
been duly executed, countersigned and registered and duly delivered to the
purchasers thereof against payment of the agreed consideration therefor (but
not less than the par value) in accordance with the applicable underwriting,
purchase or similar agreement.
3. Each series of Preferred Stock will be legally issued, fully paid and
non-assessable when (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act, (ii) the terms of such series
of Preferred Stock shall have been established and approved in accordance with
the Resolutions, as contemplated by the Registration Statement and any
applicable Prospectus Supplement, (iii) a Certificate of Designation setting
forth the terms of such series of Preferred Stock shall have been executed,
acknowledged, filed and recorded and shall have become effective in accordance
with Section 103 of the General Corporation Law of the State of Delaware, and
(iv) certificates representing such series of Preferred Stock shall have been
duly executed, countersigned and registered and duly delivered to the
purchasers thereof against payment of the agreed consideration therefor (but
not less than the par value) in accordance with any applicable underwriting,
purchase or similar agreement.
4. The Company has the corporate power and authority to execute and
deliver the applicable Indenture and has the corporate power and authority to
authorize and sell the Debt Securities.
5. Each series of Debt Securities will be legally issued and binding
obligations of the Company when (i) the Registration Statement, as finally
amended, shall have become effective under the Securities Act, (ii) the
applicable Indenture shall have been qualified under the Trust Indenture Act of
1939, as amended, (iii) the applicable Indenture shall have been duly executed
and delivered by the Company and the applicable Trustee, (iv) the terms of such
series of the Debt Securities shall have been established and approved in
accordance with the Resolutions, as contemplated by the Registration Statement,
any applicable Prospectus Supplement and the applicable Indenture, and (v) such
series of Debt Securities shall have been duly executed and authenticated as
provided in the applicable Indenture and duly delivered to the purchasers
thereof against payment of the agreed consideration therefor in accordance with
the applicable underwriting, purchase or similar agreement.
The opinions set forth in paragraph 5 are subject to the qualification
that enforceability may be limited by (i) applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or similar laws of general
applicability relating to or affecting the enforcement of creditors rights,
(ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law), (iii) any requirement that a
claim with respect to any Debt Security denominated in other than U.S. dollars
(or a judgment denominated in other than U.S. dollars in respect of such claim)
be converted into U.S. dollars at a rate of exchange prevailing on a date
determined in accordance with applicable law and (iv) governmental authority to
limit,
- 2 -
<PAGE> 3
delay or prohibit the making of payments outside of the United States or
in a foreign currency unit. For purposes of paragraph 5, I have assumed the
due authorization, execution and delivery of the Indenture by the applicable
Trustee.
I do not find it necessary for the purposes of this opinion to cover, and
accordingly, I express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of any Securities.
This opinion is limited to the General Corporation Law of the State of
Delaware and State of Illinois. For purposes of rendering the opinions
contained in paragraph 5 as to the enforceability of the Debt Securities, I
have assumed that the substantive laws of the State of New York are identical
to the substantive laws of the State of Illinois.
I hereby consent to the filing of this opinion with the SEC as an exhibit
to the Registration Statement and to the reference made to me under the heading
"Legal Matters" set forth in the prospectus forming a part of the Registration
Statement.
Very truly yours,
Steven L. Carson
General Counsel
- 3 -
<PAGE> 1
EXHIBIT 12
Wallace Computer Services, Inc.
Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three Three
Months Months
Twelve months ended July, 31 Ended Ended
1997 1996 1995 1994 1993 10/31/97 10/31/96
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(a) Consolidated Net Income
(before extraordinary) 81,282 72,999 55,297 47,268 41,170 21,008 21,180
(b) Income Taxes 53,069 45,479 32,163 26,588 21,209 13,716 13,828
(c) Interest Expense 2,619 1,312 1,209 1,325 1,196 919 474
(d) Rent Expense 4,200 3,619 3,571 3,519 3,803 1,192 992
(e) Capitalized Interest 1,321 1,406 1,508 986 787 245 338
----------------------------------------------------------------------------------------
Ratio of earnings to fixed charges 26.2 31.2 23.4 22.2 20.2 23.2 31.6
========================================================================================
Calculation: [(a) + (b) + (c) + ((1/3) x (d)) + (e)] / [(c) + ((1/3) x (d)) + (e)]
</TABLE>
<PAGE> 1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Wallace Computer Services, Inc. on
Form S-3 (Registration No. 333-_______) of our report dated September 3, 1997
incorporated by reference in the Wallace Computer Services, Inc. Annual Report
on Form 10-K for the fiscal year ended July 31, 1997, and to all references to
our Firm included in this Registration Statement.
Arthur Anderson LLP
Chicago, Illinois
February 24, 1998
