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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[X] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
WALLACE COMPUTER SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
IMPORTANT NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF
WALLACE COMPUTER SERVICES, INC.
CONCERNING THE BLACKOUT PERIOD UNDER THE
THE WALLACE PROFIT SHARING AND RETIREMENT PLAN
AND THE WALLACE COMMERCIAL PRINT 401(K) RETIREMENT PLAN (THE "PLANS")
APRIL 11, 2003
1. This notice is being provided to you to inform you that in
connection with the proposed merger of Wallace Computer Services, Inc.
("Wallace") with a wholly owned subsidiary of Moore Corporation Limited
("Moore"), as a result of which Wallace will become a wholly owned subsidiary of
Moore (the "Merger"), each of the Wallace Stock Funds under the Wallace Profit
Sharing and Retirement Plan and the Wallace Commercial Print 401(k) Retirement
Plan (the "Plans") will be converted into a stock fund primarily holding Moore
common shares (the "Moore Wallace Stock Fund") as soon as administratively
practicable after the effective time of the consummation of the Merger (the
"Effective Time").
2. In connection with this proposed Merger, participants in the Plans
will be temporarily unable to transfer any portion of their account balances
either into or out of the Wallace Stock Fund. Moreover, participants with all or
a portion of their account balances invested in the Wallace Stock Fund will be
temporarily unable to receive a distribution of all or such portion of their
account balance. Finally, participants who have elected to have all or a portion
of their contributions under the Plans invested in the Wallace Stock Fund will
be temporarily suspended from investing new contributions in the Wallace Stock
Fund. This period during which participants will temporarily be unable to
exercise these rights otherwise available to them under the Plans is called a
"blackout period."
3. The blackout period for the Plans is expected to begin during the
week of May 4, 2003 and is expected to end the week of May 18, 2003. During
these weeks, you can determine whether the blackout period has started or ended
by calling Lewis Jacobson or Chris Gicela of the Wallace Retirement Plans
department toll-free at 1-877-799-9350.
4. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, as a
director or executive officer of Wallace, during this blackout period you will
not be permitted to purchase, sell or otherwise acquire or transfer, directly or
indirectly, any Wallace common shares to the extent such shares are, or were,
acquired in connection with your service or employment as a director or
executive officer of Wallace (including, but not limited to, any Wallace common
shares you hold in order to comply with share ownership guidelines). Moreover,
if you are or become a director or executive officer of Moore after the
Effective Time, for the duration of the blackout period you will similarly be
prohibited from purchasing, selling or otherwise acquiring or transferring,
directly or indirectly, any Moore common shares which you receive in respect of
Wallace common shares acquired in connection with your service or employment as
a director or executive officer of Wallace. While the receipt of Moore common
shares in exchange for Wallace common shares in connection with the Merger is
exempt from this prohibition, if you are contemplating any other transactions
involving Wallace common shares or Moore common shares, please contact James
Benak, General Counsel, Wallace Computer Services, Inc. 2275 Cabot Drive, Lisle,
IL, 60532-3630, (630) 588-6475 for more information on whether such shares are,
or were, "acquired in connection with your service or employment as a director
or executive officer of Wallace."
5. If you have any other questions concerning this notice or whether
certain transactions are subject to this prohibition, you should contact
James D. Benak, General Counsel, Wallace Computer Services, Inc. 2275 Cabot
Drive, Lisle, IL, 60532-3630, (630) 588-6475.
THIS COMMUNICATION IS NOT A SOLICITATION OF A PROXY FROM ANY SECURITY HOLDER
OF WALLACE COMPUTER SERVICES, INC. MOORE CORPORATION LIMITED HAS FILED A
REGISTRATION STATEMENT ON FORM S-4 WITH THE SECURITIES AND EXCHANGE
COMMISSION CONTAINING A PROXY STATEMENT/PROSPECTUS TO BE MAILED TO WALLACE
COMPUTER SERVICES SECURITY HOLDERS CONCERNING THE PLANNED MERGER OF WALLACE
COMPUTER SERVICES INTO A SUBSIDIARY OF MOORE CORPORATION. INFORMATION REGARDING
THE IDENTITY OF THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF STOCKHOLDERS OF WALLACE IN CONNECTION WITH
THE PROPOSED MERGER, AND THEIR INTERESTS IN THE SOLICITATION, IS
SET FORTH IN A PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC. WE URGE INVESTORS
IN WALLACE COMPUTER SERVICES TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF
CHARGE AT THE SEC'S WEBSITE, WWW.SEC.GOV. IN ADDITION, DOCUMENTS FILED WITH THE
SEC BY MOORE CORPORATION WILL BE AVAILABLE FREE OF CHARGE FROM MOORE
CORPORATION LIMITED, C/O MOORE EXECUTIVE OFFICES, ONE CANTERBURY GREEN,
STAMFORD, CONNECTICUT 06901, ATTENTION: INVESTOR RELATIONS, TEL. (203) 406-3700
OR AT WWW.MOORE.COM. DOCUMENTS FILED WITH THE SEC BY WALLACE COMPUTER SERVICES
WILL BE AVAILABLE FREE OF CHARGE FROM INVESTOR RELATIONS, WALLACE COMPUTER
SERVICES, INC., 2275 CABOT DRIVE, LISLE, IL 60532-3630, TEL. (630) 588-5000.
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