SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2003
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Moore Corporation Limited
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(Exact name of registrant as specified in its charter)
Canada 1-8014 98-0154502
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6100 Vipond Drive
Mississauga, Ontario, Canada L5T 2X1
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(Address of principal executive offices) (Zip Code)
(905) 362-3100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On May 19, 2003, Moore Corporation Limited issued the following press
release:
Moore Corporation Limited Announces Final Merger Consideration Election Results
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MISSISSAUGA, ONTARIO and STAMFORD, CT (May 19, 2003) - Moore Corporation Limited
(TSX, NYSE: MCL) announced today final election results as to the form of merger
consideration that Wallace Computer Services, Inc. ("Wallace") stockholders have
elected to receive in the merger of a wholly owned subsidiary of Moore with and
into Wallace. The merger closed on May 15, 2003. This information was provided
by Computershare Trust Company of New York, the exchange agent:
o Holders of 16,769,816 common shares of Wallace elected to receive
cash in exchange for their Wallace shares;
o Holders of 18,489,345 common shares of Wallace elected to
receive Moore common shares in exchange for their Wallace
shares; and
o Holders of all other outstanding common shares of Wallace did not
make an election or failed to make a valid election.
Based on the foregoing election results, the number of Wallace common shares
outstanding immediately prior to the effective time of the merger (42,342,414
common shares), and the average of the high and low sales prices per share of
Moore on the New York Stock Exchange, Inc. Composite Tape on May 14, 2003
($11.85):
o a stockholder owning 100 common shares of Wallace who elected to
receive all cash would receive approximately $2,684 in cash as
consideration in the merger;
o a stockholder owning 100 common shares of Wallace who elected
to receive all common shares of Moore would receive approximately
227 common shares of Moore as consideration in the merger; and
o a stockholder owning 100 common shares of Wallace who did not
make an election
or failed to make a valid election would receive approximately 36
common shares of Moore and $2,253 in cash as consideration in the
merger.
Moore Corporation Limited is recognized internationally as a leading single
source provider of integrated print management and outsourced communications.
Founded in 1882, Moore Corporation Limited has its registered office in Ontario,
Canada, with principal offices in Toronto, ON, Bannockburn, IL, Stamford, CT and
New York City and manufacturing, distribution and sales facilities located
throughout North America and internationally. For more information, please visit
www.moore.com.
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Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All forward-looking statements speak
only as of the date hereof and are based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking statements. The most
significant of these uncertainties are described in Moore's Form 10-K, Form 8-K
and Form 10-Q reports and exhibits to those reports, and include (but are not
limited to) the costs, difficulties, and uncertainties related to the
integration of acquired businesses. Moore undertakes no obligation to update or
revise any forward-looking statements.
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Inquiries from analysts, investors and media should be directed to Robert G.
Burton Jr., Senior Vice President, Investor Relations for the company at
(203) 406-3712.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOORE CORPORATION LIMITED
Date: May 19, 2003 By: /s/ Theodore J. Theophilos
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Name: Theodore J. Theophilos
Title: Executive Vice President,
Business and Legal Affairs,
and Secretary