Amendment to the Rights Agreement



 



Exhibit 4.1



AMENDMENT TO RIGHTS AGREEMENT



     Amendment, dated as of January 16, 2003 (this “Amendment”), to the Rights
Agreement, dated as of March 14, 2000 (the “Rights Agreement”), between Wallace
Computer Services, Inc., a Delaware corporation (the “Company”), and Harris
Trust and Savings Bank, an Illinois banking corporation (the “Rights Agent”),
at the direction of the Company. Capitalized terms used in this Amendment
shall have the meanings ascribed to them in the Rights Agreement.





     WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement which, among other things, governs the terms and conditions under
which Rights are exercisable by the holders of Common Stock;





     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof;





     WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger, dated as of January 16, 2003 (the “Merger Agreement”), among Moore
Corporation Limited, a corporation continued under the laws of Canada
(“Moore”), M-W Acquisition, Inc., a Delaware corporation and a wholly owned
subsidiary of Moore, and the Company (all capitalized terms used in this
Amendment and not otherwise defined herein shall have the meaning ascribed
thereto in the Merger Agreement); and





     WHEREAS, on January 16, 2003, the Board of Directors of the Company
authorized the amendment of the Rights Agreement to render the Rights Agreement
inapplicable with respect to the transactions contemplated by the Merger
Agreement and authorized and directed the officers of the Company to execute
and deliver such an amendment.





     NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:





     1.     Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
hereby amended by adding as the final sentence thereto the following:






		
	 	Notwithstanding anything in this Agreement to the
contrary, none of Moore (as hereinafter defined) nor
any of its Affiliates or Associates shall be deemed to
be an “Acquiring Person” solely as a result of the
approval, execution or delivery of, or consummation of
the transactions contemplated under, the Agreement and
Plan of Merger, dated as of January 16, 2003 (as the
same may be amended from time to time, the “Merger
Agreement”), among the Company, Moore Corporation
Limited, a corporation continued under the laws of
Canada (“Moore”), and M-W Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of
Moore, in











 






		
	 	the manner provided for therein, including without
limitation, the Merger (as defined in the Merger
Agreement).



     2.     Amendment to Section 3(a). Section 3(a) of the Rights Agreement is
hereby amended by inserting the following sentence immediately after the last
sentence thereof:






		
	 	Notwithstanding anything in this Agreement to the
contrary, no Distribution Date shall be deemed to
occur solely as a result of the approval, execution or
delivery of, or consummation of the transactions
contemplated under, the Merger Agreement in the manner
provided for therein, including without limitation,
the Merger.



     3.     Effectiveness. This Amendment shall be deemed effective immediately
prior to the execution and delivery of the Merger Agreement. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.





     4.     Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.





     5.     Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall be deemed to be an original,
and all such counterparts shall together constitute but one and the same
agreement.





* * * * * *



2







 


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Rights Agreement to be duly executed, all as of the date and year first above
written.






	 	 	 	 
	 	WALLACE COMPUTER SERVICES, INC.
	 
	 	By: 	/s/ James D. Benak
	 		

	 	 	
Name: 	James D. Benak
	 	 	
Title: 	Vice President, General Counsel and
Secretary
	 
	 	
HARRIS TRUST AND SAVINGS BANK
	 
	 	
By: 	
/s/ Martin J. McHale, Jr.
	 		

	 	 	
Name: 	Martin J. McHale, Jr.
	 	 	
Title: 	
Vice President