-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, a8SNAe3YCOtm+I4td99geDJr7fjspEcSVeLW6Ph+qR3kikiOGGfj8olrpZucHkyF AwS+EfuVpNmfKvqjOIE9nQ== 0000912057-95-007029.txt : 19950830 0000912057-95-007029.hdr.sgml : 19950830 ACCESSION NUMBER: 0000912057-95-007029 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950829 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WALLACE COMPUTER SERVICES INC CENTRAL INDEX KEY: 0000104348 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 362515832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10181 FILM NUMBER: 95568055 BUSINESS ADDRESS: STREET 1: 4600 W ROOSEVELT RD CITY: HILLSIDE STATE: IL ZIP: 60162 BUSINESS PHONE: 3126262000 MAIL ADDRESS: STREET 1: 4600 W ROOSEVELT ROAD CITY: HILLSIDE STATE: IL ZIP: 60162 FORMER COMPANY: FORMER CONFORMED NAME: WALLACE BUSINESS FORMS INC DATE OF NAME CHANGE: 19820106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALLACE COMPUTER SERVICES INC CENTRAL INDEX KEY: 0000104348 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 362515832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 4600 W ROOSEVELT RD CITY: HILLSIDE STATE: IL ZIP: 60162 BUSINESS PHONE: 3126262000 MAIL ADDRESS: STREET 1: 4600 W ROOSEVELT ROAD CITY: HILLSIDE STATE: IL ZIP: 60162 FORMER COMPANY: FORMER CONFORMED NAME: WALLACE BUSINESS FORMS INC DATE OF NAME CHANGE: 19820106 SC 14D9/A 1 SCHEDULE 14D-9 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ SCHEDULE 14D-9 AMENDMENT NO. 2 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________________ WALLACE COMPUTER SERVICES, INC. (NAME OF SUBJECT COMPANY) WALLACE COMPUTER SERVICES, INC. (NAME OF PERSON(S) FILING STATEMENT) _______________________ COMMON STOCK, PAR VALUE $1.00 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 932270 10 1 (CUSIP NUMBER OF CLASS SECURITIES) _______________________ MICHAEL J. HALLORAN VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY WALLACE COMPUTER SERVICES, INC. 4600 W. ROOSEVELT ROAD HILLSIDE, ILLINOIS 60162 (312) 626-2000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPIES TO: FREDERICK C. LOWINGER CRAIG T. BOYD STEVEN SUTHERLAND BUTLER, RUBIN, SIDLEY & AUSTIN SALTARELLI & BOYD ONE FIRST NATIONAL PLAZA THREE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60602 (312) 853-7000 (312) 444-9660 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEM 1. SECURITY AND SUBJECT COMPANY. This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on August 15, 1995 (as amended, the "Schedule 14D-9") by Wallace Computer Services, Inc., a Delaware corporation (the "Company"), relating to the tender offer by FRDK, Inc., a New York corporation (the "Bidder") and a wholly owned subsidiary of Moore Corporation Limited, an Ontario corporation ("Moore"), to purchase all outstanding shares of the Company's common stock, par value $1.00 per share, including associated preferred stock purchase rights, at a price per share of $56.00 net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase of the Bidder and Moore dated August 2, 1995 and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-9. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. Item 7 of the Schedule 14D-9 is hereby amended and supplemented as follows: By unanimous written consent dated August 28, 1995, the Board of Directors of the Company resolved to delay the "Distribution Date" under the Rights Agreement until the earlier to occur of (i) the close of business on the Flip-In Trigger Date (as defined in the Rights Agreement) or (ii) such other time as the Board of Directors, or any duly authorized committee thereof, by subsequent resolution duly approved, prior to the Distribution Date (after taking into account the resolution), by a majority of the Board of Directors or such committee thereof, shall designate. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows: On August 28, 1995, the Company issued a press release. A copy of such press release is filed hereto as Exhibit 16 and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 16 Text of Press Release dated August 28, 1995 issued by the Company -1- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By: /s/ Michael J. Halloran -------------------------------------------- Name: Michael J. Halloran Title: Vice President, Chief Financial Officer and Assistant Secretary Dated: August 29, 1995 -2- EXHIBIT INDEX Exhibit 16 Text of Press Release dated August 28, 1995 issued by the Company -3- EX-16 2 EXHIBIT 16 [LOGO] WALLACE COMPUTER SERVICES, INC. NEWS RELEASE For Immediate Release Contact: Brad Samson, Wallace 708/449-8600 Jeff Zilka, Hill & Knowlton 312/255-1200 Wallace Comments On Extension Of Tender Offer By Moore, Cites "Old News," Notes Less Than 1 Percent Of Shares Tendered Hillside, Ill., August 28, 1995 -- Wallace Computer Services, Inc. (NYSE:WCS) today released the following statement from Bob Cronin, Wallace president and CEO, on Moore Corporation Limited's extension of its hostile tender offer for Wallace shares. "There are no surprises in Moore's announcement. It's a rehash of their old position and by extending the offer, Moore has demonstrated that they just don't get the message. "Our Board has concluded that based on the company's strong prospects, shareholders are best served by Wallace remaining an independent company. Based on the fact that less than one percent of shares were tendered, the vast majority of our holders agree with the Board's position. Given the rejection of Moore's offer by our Board and shareholders, there is no reason to meet with Moore to discuss their offer. Moreover, Moore's offer raises serious and continuing antitrust and securities law questions, which remain before the court. "The strength of our strategy was demonstrated most recently by the outstanding financial and operating results we announced on August 15 that included a 21 percent increase in sales and a 17 percent increase in net income. "We are beginning fiscal 1996 with record backlogs and confidence in our prospects. Our unique competitive advantages should result in another year of above-industry performance in all our product categories and for the corporation as a whole. Awareness is growing among both customers and shareholders that Wallace has become the true industry leader in what really counts: not size, but superior customer service and added value. We've reached that position by listening and responding to customers and shareholders. "The Wallace Board is committed to act in the best interest of all stockholders, a fiduciary obligation that we believe is best served by continuing with the business strategy that has worked so well to date and promises so much for the future." Wallace is one of the nation's largest manufacturers and distributors of information management products, services and solutions. Founded in Chicago in 1908, Wallace is headquartered in Hillside, Illinois with manufacturing, distribution and sales facilities throughout the United States. ##### -----END PRIVACY-ENHANCED MESSAGE-----