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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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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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)
UPDATED NOTICE
IMPORTANT NOTICE TO PARTICIPANTS IN
THE WALLACE PROFIT SHARING AND RETIREMENT PLAN
AND THE WALLACE COMMERCIAL PRINT 401(K) RETIREMENT PLAN (THE "PLANS")
CONCERNING YOUR RIGHTS UNDER THE PLANS
APRIL 16, 2003
1. This notice is being provided to you by the Wallace Retirement Plans
Committee as the Plan Administrator for the Wallace Profit Sharing and
Retirement Plan and the Wallace Commercial Print 401(k) Retirement Plan (the
"Plans"), as required by law. The purpose of this notice is 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"), the Wallace Company Stock Fund of the Plans' Master Trust
(the "Wallace Stock Fund") will be converted into a stock fund primarily holding
Moore Wallace common shares (the "Moore Wallace Stock Fund") as soon as
administratively practicable after the effective time of the consummation of the
proposed Merger (the "Effective Time"). Plan participants with account balances
invested in the Wallace Stock Fund will soon be receiving additional materials
describing the Merger in more detail. THIS UPDATED NOTICE IS BEING PROVIDED TO
YOU ONLY TO INFORM YOU THAT THE DATES UPON WHICH THE BLACKOUT PERIOD IS EXPECTED
TO BEGIN AND END HAVE BEEN CHANGED AND IS OTHERWISE IDENTICAL TO THE PREVIOUS
NOTICE YOU RECEIVED DATED APRIL 4, 2003.
2. In connection with the proposed Merger, you will be temporarily unable
to transfer any portion of your account balance under either Plan into or out of
the Wallace Stock Fund. For example, you will be temporarily unable to transfer
any portion of your account balance that is invested in the Wallace Stock Fund
out of the Wallace Stock Fund, and you will be temporarily unable to transfer
any portion of your account balance which is not invested in the Wallace Stock
Fund into the Wallace Stock Fund. Moreover, to the extent that all or any
portion of your account balance is invested in the Wallace Stock Fund, you will
be temporarily unable to receive a distribution of such portion of your account
balance. Finally, if you have elected to have all or a portion of your
contributions under the Plans invested in the Wallace Stock Fund, such
contributions will be temporarily held in cash until after the Effective Time
and, unless you elect otherwise prior to the start of the blackout period, will
be invested in the Moore Wallace Stock Fund as soon as administratively
practicable thereafter. This period during which you will be temporarily unable
to exercise these rights otherwise available to you under the Plans (i.e.,
transfer existing Plan account balances into or out of the Wallace Stock Fund,
receive a distribution of the portion of your account invested in the Wallace
Stock Fund and invest new contributions in the Wallace Stock Fund) is called a
"blackout period." Whether or not you are planning to retire in the near future,
we encourage you to carefully consider how this blackout period may affect your
retirement planning, as well as your overall financial plan.
3. The blackout period for the Plans' Wallace Stock Fund is expected to
begin during the week of May 11, 2003 and is expected to end during the week of
May 25, 2003. PLEASE NOTE THAT THESE DATES HAVE CHANGED SINCE THE NOTICE DATED
APRIL 11, 2003 WAS PREVIOUSLY PROVIDED TO YOU. THESE DATES HAVE BEEN ADJUSTED TO
REFLECT THE EXPECTED DATE OF THE EFFECTIVE TIME. During these weeks, you can
determine whether the blackout period has started or ended by calling either
Lewis Jacobson or Chris Gicela of the Wallace Retirement Plans department
toll-free at 1-877-799-9350.
4. As described above, during the blackout period you will be unable
(i) to transfer any portion of your account balance which is invested in the
Wallace Stock Fund out of the Wallace Stock Fund; (ii) to transfer any portion
of your account balance which is not invested in the Wallace Stock Fund into the
Wallace Stock Fund; (iii) to receive a distribution of any portion of your
account balance invested in the Wallace Stock Fund or (iv) to invest any new
contributions in the Wallace Stock Fund. For these
reasons, it is very important that you review and consider the appropriateness
of your current investments in light of these restrictions during the blackout
period.
For your long-term retirement security, you should give careful
consideration to the importance of a well-balanced and diversified investment
portfolio, taking into account all your assets, income and investments. You
should be aware that there is a risk to holding substantial portions of your
assets in the securities of any one company, as individual securities tend to
have wider price swings, up and down, in short periods of time, than investments
in diversified funds. Stocks that have wide price swings might have a large loss
during the blackout period, and you will not be able to direct the transfer of
any of your Plan account balance out of the Wallace Stock Fund during the
blackout period.
Therefore, if you do not want to make contributions to, or be invested in,
the Moore Wallace Stock Fund, a stock fund primarily holding Moore Wallace
common shares, you must elect to discontinue your contributions to the Wallace
Stock Fund by changing your investment elections, or elect to transfer out of
the Wallace Stock Fund, before the blackout period begins.
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IF YOU WOULD LIKE TO LIMIT OR CHANGE YOUR INVESTMENT IN THE WALLACE STOCK FUND,
YOU MAY CHANGE YOUR INVESTMENT ELECTIONS OR TRANSFER INTO OR OUT OF THE WALLACE
STOCK FUND PRIOR TO THE START OF THE BLACKOUT PERIOD BY CONTACTING MELLON HR
SOLUTIONS AT 1-888-401-5466 OR LOGGING ONTO THEIR WEBSITE AT
WWW.DRS.DREYFUS.COM. In accordance with the terms of the Plans, you may transfer
into the Wallace Stock Fund only if you have not transferred out of the Wallace
Stock Fund during the preceding 30-day period. However, you may transfer out of
the Wallace Stock Fund regardless of whether you have transferred into or out of
the Wallace Stock Fund at any time during the preceding 30-day period. Please
refer to your Summary Plan Descriptions for the Plans for additional information
regarding your investment elections.
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5. If you have any questions concerning this notice, you should contact
Lewis Jacobson, Retirement Plans Manager at Wallace Headquarters, 2275 Cabot
Drive, Lisle, IL 60532, (630)588-5391.
THIS RELEASE MAY BE DEEMED TO BE SOLICITATION MATERIAL IN RESPECT OF
WALLACE'S PROPOSED MERGER WITH A WHOLLY-OWNED SUBSIDIARY OF MOORE. ON
APRIL 14, 2003, MOORE FILED AN AMENDED REGISTRATION STATEMENT ON FORM S-4 WITH
THE SECURITIES AND EXCHANGE COMMISSION CONTAINING A PROXY STATEMENT/PROSPECTUS.
WALLACE COMMENCED MAILING THE PROXY STATEMENT/PROSPECTUS TO WALLACE
SECURITYHOLDERS ON OR ABOUT APRIL 15, 2003. INVESTORS AND SECURITYHOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND
SECURITYHOLDERS WILL BE ABLE TO RECEIVE THE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB SITE, WWW.SEC.GOV., MOORE
SECURITYHOLDERS WILL BE ABLE TO RECEIVE THE DEFINITIVE VERSION OF THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS 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, AND WALLACE SECURITYHOLDERS WILL BE ABLE TO RECEIVE THE
DEFINITIVE VERSION OF THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FREE OF
CHARGE FROM INVESTOR RELATIONS, WALLACE COMPUTER SERVICES, INC., 2275 CABOT
DRIVE, LISLE, IL 60532-3630, TEL. (630) 588-5000 OR AT WWW.WALLACE.COM. MOORE,
WALLACE AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS AND OTHER MEMBERS
OF MANAGEMENT AND EMPLOYEES MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES IN RESPECT OF THE PROPOSED TRANSACTION. INFORMATION ABOUT THE
DIRECTORS AND EXECUTIVE OFFICERS OF MOORE AND THEIR OWNERSHIP OF MOORE SHARES IS
SET FORTH IN THE PROXY STATEMENT FOR MOORE'S 2003 ANNUAL MEETING OF
SHAREHOLDERS. INFORMATION REGARDING THE INTERESTS OF WALLACE'S DIRECTORS AND
EXECUTIVE OFFICERS IN THE PROPOSED MERGER IS SET FORTH IN THE PROXY
STATEMENT/PROSPECTUS, FILED ON APRIL 14, 2003 BY MOORE, THAT WAS FIRST MAILED TO
WALLACE SECURITYHOLDERS ON OR ABOUT APRIL 15, 2003.
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