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Moore Fails in Bid for Control of Wallace Computer

December 13, 1995

HILLSIDE, Ill. (AP) _ Moore Corp. failed in its bid to take control of the Wallace Computer Services Inc. board despite getting three of its candidates elected, Wallace said Wednesday.

Moore, which has been pursuing a takeover of Wallace for five months, had proposed to gain control of the company’s board by either reducing its size from eight to five members or by removing all the present members.

Those proposals received favorable votes from 56 percent of the outstanding shares last week, but needed 80 percent in order to be adopted.

``We think it’s a signal to Moore that shareholders are not in favor of selling the company at Moore’s inadequate price,″ Wallace spokesman Jeff Zilka said.

Moore said last Friday it had elected three candidates to Wallace’s board to replace three Wallace incumbents, including its president and chief executive, Robert J. Cronin. Wallace confirmed those results Wednesday after receiving a report from independent inspectors of the election.

Toronto-based Moore, a business forms maker, has offered $1.38 billion, or $60 a share, for Hillside, Ill.-based Wallace, which supplies business forms, software and services. Wallace has said shareholders would be better served by the company remaining independent.

Moore said last month that 74 percent of Wallace shares had agreed to its offer, but Moore has been blocked from buying the shares by Wallace’s ``poison pill″ shareholder rights plan. If Wallace were to buy the shares, it would trigger the plan, making the purchase of a majority stake prohibitively expensive.

Reto Braun, Moore’s chairman and chief executive officer, said in a statement that the shareholders’ decision to place three Moore candidates on Wallace’s board was a win for his company.

``We view this vote as yet another clear and unambiguous message to Wallace’s directors that the vast majority of the Wallace shareholders support Moore’s offer and soundly reject the `just say no’ posture of the Wallace board,″ he said.

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