<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNITED AIR SPECIALISTS, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
205206-90928820
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
MARCIA S. BLAYLOCK
CLARCOR INC.
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(815) 962-8867
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
SEPTEMBER 23, 1996
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13d-1(b)(3) OR (4), CHECK THE FOLLOWING
BOX [ ].
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THE STATEMENT [x].
(A FEE IS NOT REQUIRED ONLY IF THE REPORTING PERSON: (1) HAS A PREVIOUS
STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF
THE CLASS OF SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT
SUBSEQUENT THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF
SUCH CLASS.) (SEE RULE 13d-7):
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD
BE FILED WITH THE COMMISSION. SEE RULE 13d-1(a) FOR OTHER
PARTIES TO WHOM COPIES ARE TO BE SENT.
(CONTINUED ON FOLLOWING PAGES)
PAGE 1 OF 12 PAGES
<PAGE> 2
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 2 of 12 pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CLARCOR Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
| 7 SOLE VOTING POWER
| 0
NUMBER OF |-------------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY | 1,617,825
OWNED BY |-------------------------------------------------------------
EACH REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON WITH | 0
|-------------------------------------------------------------
| 10 SHARED DISPOSTIVE POWER
| 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,617,825
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2% (approximately 50% on a fully diluted basis)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 3 of 12 pages
- -------------------------- --------------------
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, without par
value (the "UAS Common Stock"), of United Air Specialists, Inc., an Ohio
corporation ("UAS"), which has its principal executive offices at 4440 Creek
Road, Cincinnati, Ohio 45212.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (e) This Schedule 13D is being filed by CLARCOR Inc., a
Delaware corporation ("CLARCOR"). CLARCOR is a diversified marketer and
manufacturer of mobile, industrial and environmental filtration products and
packaging products for both domestic and international markets.
The address of CLARCOR's principal business office is 2323
Sixth Street, P.O. Box 7007, Rockford, Illinois 61125. Attached to this
Schedule 13D as Schedule I is a list of the directors and executive officers of
CLARCOR and the business address and principal occupation or employment of each
director and executive officer.
During the last five years, neither CLARCOR nor, to the
knowledge of CLARCOR, any of the persons listed on Schedule I has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which CLARCOR or
any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
(f) CLARCOR is a Delaware corporation. Each of the
persons listed on Schedule I is a citizen of the United States of America,
except for Mr. Moreau, who is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 23, 1996, CLARCOR entered into an Agreement and
Plan of Merger (the "Merger Agreement") with CUAC Inc., an Ohio corporation and
a wholly-owned subsidiary of CLARCOR ("Sub"), and UAS. The Merger Agreement
provides for a merger (the "Merger") of Sub with and into UAS, with UAS
surviving as a wholly-owned subsidiary of CLARCOR.
Pursuant to the Merger Agreement, each share of Common Stock,
without par value, of UAS ("UAS Common Stock"), outstanding immediately prior
to the Effective Time (as defined in the Merger Agreement) of the Merger (other
than shares owned directly or indirectly by CLARCOR or UAS, which shares will
be cancelled) will be converted into .3698577 (the "Conversion Number") of a
share of Common Stock, par value $1 per share, of CLARCOR ("CLARCOR Common
Stock"), including the corresponding number of rights to purchase shares of
Series B Junior Participating Preferred Stock of CLARCOR. The Conversion
Number is subject to adjustment based on the number of fully diluted shares of
UAS Common Stock outstanding immediately prior to the Effective Time.
Approximately 1.2 million shares of CLARCOR Common Stock would become issuable
pursuant to the Merger Agreement, which would represent an increase of
approximately 8.1% over the number shares of CLARCOR Common Stock currently
outstanding.
<PAGE> 4
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 4 of 12 pages
- -------------------------- --------------------
Each holder of a certificate representing prior to the
Effective Time shares of UAS Common Stock will cease to have any rights with
respect thereto after the Merger, except the right to receive (i)
certificate(s) representing the shares of CLARCOR Common Stock into which such
shares of UAS Common Stock have been converted, (ii) certain dividends and
other distributions previously withheld in accordance with Section 1.7 of the
Merger Agreement pending the exchange of stock certificate(s) and (iii) any
cash, without interest, to be paid in lieu of any fractional share of CLARCOR
Common Stock in accordance with Section 1.8 of the Merger Agreement.
Notwithstanding the foregoing, holders of UAS Common Stock will be entitled to
appraisal rights in accordance with applicable Ohio law.
At the close of trading on September 23, 1996 prior to the
public announcement of the Merger, the closing price for CLARCOR Common Stock
on the New York Stock Exchange was 21-3/4 and for UAS Common Stock on the
Nasdaq was 4 1/2.
In connection with the execution of the Merger Agreement, Mr.
Durwood G. Rorie, Jr., Mrs. Margaret Stewart Rorie and Mr. William A. Cheney,
who collectively beneficially owned 1,617,825 shares of UAS Common Stock on
September 23, 1996, entered into agreements with CLARCOR obligating them to
vote such shares in favor of the Merger (the "Stockholder Agreements").
Messrs. Rorie and Cheney also entered into non-compete agreements with UAS and
CLARCOR which are to become effective at the Effective Time of the Merger.
Other than the shares of CLARCOR Common Stock to be received
by the holders of UAS Common Stock pursuant to the Merger Agreement, there is
no separate or additional consideration payable to Mr. Rorie, Mrs. Rorie or Mr.
Cheney under the Stockholder Agreements. The Merger Agreement and the
Stockholder Agreement are listed as Exhibits (a), (b), (c) and (d) under Item 7
hereof, respectively, and are incorporated into this Item 3 by reference.
Neither CLARCOR nor any person named in Schedule I to Item 2
hereof had invested any funds in UAS Common Stock as of September 23, 1996.
ITEM 4. PURPOSE OF TRANSACTION
The respective obligations of each party to effect the Merger
are subject to the fulfillment of certain conditions, including the following:
(a) adoption of the Merger Agreement by the shareholders of UAS; (b)
authorization upon official notice of issuance of the listing on the New York
Stock Exchange of the CLARCOR Common Stock to be issued in the Merger; (c)
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (d) receipt of certain other
governmental consents or approvals; (e) effectiveness of a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
in respect of the CLARCOR Common Stock to be issued in connection with the
Merger; and (f) the absence of any law, rule, regulation, executive order,
decree, injunction or other order then having the effect of making the Merger
or the transactions contemplated by the Merger Agreement illegal.
The obligation of UAS to effect the Merger is subject to the
fulfillment of certain conditions, including the following: (a) the accuracy,
in all material respects, of the representations and warranties made by CLARCOR
and Sub in the Merger Agreement and the performance by CLARCOR and Sub, in all
<PAGE> 5
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 5 of 12 pages
- -------------------------- --------------------
material respects, of their respective agreements contained in the Merger
Agreement; (b) the receipt by UAS of an opinion of counsel in respect of
certain tax matters; (c) the receipt by UAS of an opinion of counsel to CLARCOR
as to certain corporate and securities matters; (d) the receipt by UAS of the
opinion of Ohio counsel to CLARCOR as to certain matters; (e) CLARCOR having
received certain consents required under the Merger Agreement; (f) the
non-compete agreements with Messrs. Rorie and Cheney being effective at the
Effective Time; and (g) there having been no Material Adverse Change (as
defined in the Merger Agreement) with respect to CLARCOR.
The obligation of CLARCOR to effect the Merger is subject to
the fulfillment of certain conditions, including the following: (a) the
accuracy, in all material respects of the representations and warranties made
by UAS in the Merger Agreement and the performance by UAS, in all material
respects, of its agreements contained in the Merger Agreement; (b) the receipt
by CLARCOR of an opinion of counsel in respect of certain tax matters; (c) the
receipt by CLARCOR of an opinion of counsel to UAS as to certain corporate
matters; (d) the receipt by CLARCOR of an opinion of counsel to UAS as to
certain securities matters; (e) UAS having received certain consents required
under the Merger Agreement; (f) CLARCOR having received written agreements from
affiliates of UAS described in Section 5.5 of the Merger Agreement; (g) there
having been no action threatened or pending before a Governmental Entity (as
defined in the Merger Agreement) brought as a result of the Merger Agreement or
the transactions contemplated thereby which, if the Governmental Entity were to
prevail, would reasonably be expected to have a Material Adverse Effect upon
CLARCOR or UAS; (h) the receipt by CLARCOR of an opinion of its accountants
with respect to pooling of interests accounting treatment for the Merger; (i)
the non-compete agreements with Messrs. Rorie and Cheney being effective at
the Effective Time; (j) the holders of not more than 10% of the shares of
issued and outstanding UAS Common Stock having demanded appraisal rights; and
(f) there having been no Material Adverse Change with respect to UAS.
If the Merger is consummated: (a) UAS will become a
wholly-owned subsidiary of CLARCOR; (b) the Articles of Incorporation of UAS
will be amended as set forth in the Merger Agreement; (c) the Code of
Regulations of UAS as in effect immediately prior to the Merger will remain in
effect; (d) UAS Common Stock will cease to be publicly traded and will no
longer be included for listing on The Nasdaq Stock Market; and (e) UAS will
cease to be subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended.
There can be no assurance that the conditions specified in the
Merger Agreement will be satisfied or waived or that the Merger will be
consummated, although CLARCOR knows of no reason why the Merger will not be
consummated.
The Merger Agreement and the Stockholder Agreements are listed
as Exhibits (a), (b), (c) and (d) under Item 7 hereof, respectively, and are
incorporated into this Item 4 by reference.
<PAGE> 6
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 6 of 12 Pages
- -------------------------- --------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this report, pursuant to the Stockholder
Agreements, CLARCOR may be deemed to beneficially own an aggregate of 1,617,825
shares of UAS Common Stock. Mr. Cheney has represented to CLARCOR that he is
the beneficial owner of 623,977 shares of UAS Common Stock. Mr. Rorie has
represented to CLARCOR that he is the beneficial owner of 468,770 shares of UAS
Common Stock, including in such total pursuant to Rule 13d-3, 187,500 shares
subject to options to purchase UAS Common Stock held by Mr. Rorie. Mrs. Rorie
has represented to CLARCOR that she is the beneficial owner of 525,078 shares
of UAS Common Stock. UAS represented to CLARCOR in the Merger Agreement that
as of the date thereof there were 2,908,828 shares of UAS Common Stock
Outstanding. Assuming the exercise of Mr. Rorie's options, the shares that
CLARCOR may be deemed to beneficially own by virtue of the Stockholder
Agreements represent 52.2% of the outstanding shares of UAS Common Stock. On a
fully diluted basis such percentage is approximately 50%. Although CLARCOR
may be deemed to have shared voting power over the shares of UAS Common Stock
covered by the Stockholder Agreements, CLARCOR has no dispositive power over
those shares.
Except as described in this Item 5, neither CLARCOR nor any
person named in Schedule I to Item 2 hereof beneficially owned shares of the
UAS Common Stock as of September 23, 1996, or had any transactions in the UAS
Common Stock during the preceding 60 days. In addition, neither the filing of
this Schedule 13D (or amendments hereto) nor any contents of the same shall
constitute an admission that CLARCOR is the beneficial owner of any shares of
UAS Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As described above in Item 3, in connection with the Merger
Agreement, Messrs. Rorie and Cheney and Mrs. Rorie each entered into separate
Stockholder Agreements, which provide, in part, that Messrs. Rorie and Cheney
and Mrs. Rorie, respectively:
(a) will vote all shares of UAS Common Stock held by such
stockholder at the date of the Stockholder Agreement, together with
any shares thereafter acquired (the "Shares"), in favor of the Merger
and the adoption of the Merger Agreement, and that they will not enter
into any agreement or understanding inconsistent with their respective
Stockholder Agreements;
(b) will vote all Shares against any action or agreement that
would result in a breach of any covenant, representation or warranty
or any other obligation or agreement of UAS under the Merger
Agreement;
(c) except as otherwise agreed to in writing by CLARCOR,
will vote all Shares against: (i) any extraordinary corporate
transaction, such as a merger, consolidation, or other business
combination involving UAS or any of its subsidiaries; (ii) a sale,
lease or transfer of a material amount of assets of UAS or any of its
subsidiaries or a reorganization, recapitalization, dissolution or
liquidation of the Company or any of its subsidiaries; (iii) any
change in the Board of Directors of UAS; (iv) any change in the
present capitalization of UAS or any amendment to UAS's Articles of
Incorporation or Code of Regulations; (v) any change in the UAS's
corporate structure or
<PAGE> 7
- ------------------------- -------------------
CUSIP No. 205206-90928820 13D Page 7 of 12 Pages
- ------------------------- -------------------
business; or (vi) any other action that is intended, or that could
reasonably be expected, to impede, interfere with, delay, postpone or
discourage, or adversely affect the contemplated economic benefits to
CLARCOR of the Merger and the actions or transactions contemplated by
the Merger Agreement .
Messrs. Rorie and Cheney and Mrs. Rorie further agreed, among
other things, (i) not to solicit third parties to purchase UAS; (ii) not to
dispose of any of the Shares held by such stockholder at the date of the
Stockholder Agreement; and (iii) to waive their appraisal rights under the Ohio
General Corporation Law.
The Stockholder Agreement will automatically terminate upon
the termination of the Merger Agreement in accordance with its terms.
CLARCOR and UAS entered into a confidentiality agreement which
also includes limitations on CLARCOR's ability to acquire any assets or
securities of UAS during a specified period, without the approval of UAS's
Board of Directors.
Certain stockholders, directors and officers of UAS may be
deemed to be "affiliates" of UAS pursuant to the rules and regulations under
the Securities Act (the "Affiliates"). The Merger Agreement provides that
certain of those Affiliates will enter into agreements (the "Affiliate
Agreements") with CLARCOR, each agreeing that such Affiliate will not sell,
pledge, transfer or otherwise dispose of any shares of CLARCOR Common Stock
issued to such possible Affiliate pursuant to the Merger, except pursuant to an
effective registration statement or in compliance with Rule 145 under the
Securities Act or an exemption from the registration requirements of the
Securities Act.
Except as described in this Item 6, there are no contracts,
arrangements, agreements, understandings or relationships between CLARCOR and
any person with respect to any securities of UAS. To the knowledge of CLARCOR,
except as described in this Item 6, there are no contracts, arrangements,
agreements, understandings or relationships between any person listed on
Exhibit I and any person with respect to any securities of UAS.
The Merger Agreement and the Stockholder Agreements are listed
as Exhibits (a), (b), (c) and (d) under Item 7 hereof, respectively, and are
incorporated into this Item 6 by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Agreement and Plan of Merger dated as of September 23, 1996 among
CLARCOR Inc., CUAC Inc. and United Air Specialists, Inc. is hereby
incorporated by reference to Exhibit 2 to the CLARCOR Current Report
on Form 8-K dated September 23, 1996.
(b) Stockholder Agreement dated as of September 23, 1996 between CLARCOR
Inc. and Durwood G. Rorie, Jr. is hereby incorporated by reference to
Exhibit 10.1 to the CLARCOR Current Report on Form 8-K dated September
23, 1996.
<PAGE> 8
- ------------------------- -------------------
CUSIP No. 205206-90928820 13D Page 8 of 12 Pages
- ------------------------- -------------------
(c) Stockholder Agreement dated as of September 23, 1996 between
CLARCOR Inc. and William A. Cheney is hereby incorporated by
reference to Exhibit 10.2 to the CLARCOR Current Report on
Form 8-K dated September 23, 1996.
(d) Stockholder Agreement dated as of September 23, 1996 between CLARCOR
Inc. and Margaret Stewart Rorie is hereby incorporated by reference to
Exhibit 10.3 to the CLARCOR Current Report on Form 8-K dated September
23, 1996.
<PAGE> 9
- ------------------------- -------------------
CUSIP No. 205206-90928820 13D Page 9 of 12 Pages
- ------------------------- -------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 2, 1996
CLARCOR INC.
By: /s/Bruce A. Klein
--------------------------------------
Name: Bruce A. Klein
Title: Vice President-Finance and
Chief Financial Officer
<PAGE> 10
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 10 of 12 Pages
- -------------------------- --------------------
SCHEDULE I
(to Item 2)
EXECUTIVE OFFICERS AND DIRECTORS OF CLARCOR INC.
The name, residence or business address and present principal
occupation or employment of each director and executive officer of CLARCOR Inc.
are set forth below.
<TABLE>
<CAPTION>
Present
Principal Occupation
Name or Employment Name and Business Address
---- --------------------- -------------------------
<S> <C> <C>
*Lawrence E. Gloyd Chairman and Chief Executive Officer CLARCOR Inc.
2323 Sixth Street
PO Box 7007
Rockford, IL 61125
*Milton R. Brown Chairman, President and Suntec Industries, Inc.
Chief Executive Officer 2210 Harrison Avenue
PO Box 7010
Rockford, IL 61125
*Don A. Wolf Retired 11718 Autumn Tree Drive
Fort Wayne, IN 46845
*Carl J. Dargene Chairman AMCORE Financial, Inc.
501 7th Street
PO Box 1537
Rockford, IL 61110
*J. Marc Adam Senior Vice President, Marketing 3M
Building 220-14W-02
St. Paul, MN 55144
*Dudley J. Godfrey, Jr. President Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
</TABLE>
<PAGE> 11
- -------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 11 of 12 Pages
- -------------------------- --------------------
<TABLE>
<CAPTION>
Present
Principal Occupation
Name or Employment Name and Business Address
---- --------------------- -------------------------
<S> <C> <C>
*Stanton K. Smith, Jr. Partner Skadden, Arps, Slate,
Meagher & Flom
919 3rd Avenue
29th Floor, Office 18
New York, NY 10022
*Norman E. Johnson President and Chief CLARCOR Inc.
Operating Officer 2323 Sixth Street
PO Box 7007
Rockford, IL 61125
Bruce A. Klein Vice President-Finance CLARCOR Inc.
and Chief Financial Officer 2323 Sixth Street
PO Box 7007
Rockford, IL 61125
Ronald A. Moreau President J.L. Clark, Inc.
2323 Sixth Street
PO Box 7007
Rockford, IL 61125
David J. Anderson Vice President-International/Corporate CLARCOR Inc.
Development 2323 Sixth Street
PO Box 7007
Rockford, IL 61125
David J. Lindsay Vice President-Administration CLARCOR Inc.
and Chief Administrative Officer 2323 Sixth Street
PO Box 7007
Rockford, IL 61125
William F. Knese Vice President, Treasurer and CLARCOR Inc.
Controller 2323 Sixth Street
PO Box 7007
Rockford, IL 61125
Peter F. Nangle Vice President-Information Services CLARCOR Inc.
2323 Sixth Street
PO Box 7007
Rockford, IL 61125
</TABLE>
<PAGE> 12
- ------------------------- --------------------
CUSIP No. 205206-90928820 13D Page 12 of 12 Pages
- ------------------------- --------------------
<TABLE>
<S> <C> <C>
Marcia S. Blaylock Vice President and CLARCOR Inc.
Corporate Secretary 2323 Sixth Street
PO Box 7007
Rockford, IL 61125
*Directors
</TABLE>
