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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:
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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:
- --------------------------------------------------------------------------------
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)
[MOORE\WALLACE LETTERHEAD]
NEWS RELEASE
MOORE CORPORATION LIMITED AND WALLACE COMPUTER SERVICES, INC.
ANNOUNCE EXPECTED MERGER COMPLETION DATE AND
ELECTION DEADLINE
LISLE, IL, MISSISSAUGA, ONTARIO, and STAMFORD, CT (May 5, 2003) - Moore
Corporation Limited (TSX, NYSE: MCL) and Wallace Computer Services, Inc. (NYSE:
WCS) announced today that the closing date for their merger is scheduled for
Thursday May 15, 2003. Under the terms of their merger agreement, the Election
Deadline is therefore fixed at 5:00 p.m., New York City time, Monday May 12,
2003. This is the deadline by which all Wallace stockholders must submit to the
exchange agent their forms of election indicating the type of consideration they
wish to receive. Wallace stockholders may elect to receive either cash or Moore
common shares in exchange for their Wallace common shares, subject to the
proration provisions of the merger agreement. Any Wallace stockholder who does
not submit a valid election form to the exchange agent by the Election Deadline
will be deemed to have no preference as to the form of consideration such
stockholder will receive. Completion of the merger remains subject to the terms
and conditions of the merger agreement between Moore and Wallace.
Founded in 1882, Moore Corporation Limited is an international leader in the
management and distribution of print and digital information. Moore operates in
three complementary business segments: Forms and Labels, Outsourcing and
Commercial. The Forms and Labels business designs, manufactures and sells
business forms and labels and provides electronic print management solutions.
The Outsourcing business provides high quality, high volume variably imaged
print and mail, electronic statement and database management services. The
Commercial business produces high-quality, multi-color personalized business
communications and provides direct marketing services, including project,
database and list management services. The Moore Internet address is
www.moore.com.
Wallace Computer Services, Inc. is the recognized leader in delivering a
comprehensive suite of world-class print management services through its Total
Print Management (TPM) program. Total Print Management enables Wallace to meet
the unique communications challenges of its Fortune 1000 clients through a
single-source solution that extends well beyond ink on paper. Offerings include
traditional and digital print capabilities, distribution logistics, kitting and
fulfillment, digital asset management, inventory management, print optimization,
direct marketing and electronic commerce. Founded in 1908, Wallace is
headquartered in Lisle, IL, with manufacturing, distribution and sales
facilities throughout the United States. For more information, please visit
www.wallace.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 and Wallace's
respective 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, the pending
acquisition of Wallace by Moore. Moore and Wallace undertake no obligation to
update or revise any forward-looking statements.
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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.
INVESTOR COMMUNICATIONS:
Moore Contacts: Wallace Contacts:
Robert G. Burton Jr. Investors: Susan Fisher
SVP - Investor Relations Vice President - Investor Relations
Tel: 203-406-3712 Tel: 630-588-6405