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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
United Air Specialists, Inc.
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
909288201
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(CUSIP Number)
Marcia S. Blaylock
CLARCOR Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125
(815) 962-8867
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 1997
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(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 / /.
(Continued on following pages)
PAGE 1 OF 5 PAGES
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CUSIP NO. 909288201 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CLARCOR Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 100
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 100
REPORTING ---------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to 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
NO CHANGES.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 28, 1997 UAS became a wholly-owned subsidiary of CLARCOR,
upon consummation of the merger (the "Merger") contemplated by the Agreement and
Plan of Merger dated as of September 23, 1996 (the "Merger Agreement") among
CLARCOR, a wholly-owned subsidiary of CLARCOR and UAS.
Pursuant to the Merger Agreement, each share of 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 were cancelled) was converted into .3702116 of a
share of common stock, par value $1, of CLARCOR ("CLARCOR Common Stock"),
including the corresponding percentage of a right to purchase shares of Series B
Junior Participating Preferred Stock of CLARCOR.
ITEM 4. PURPOSE OF TRANSACTION
CLARCOR entered into the Merger Agreement in order to cause UAS to
become a wholly-owned subsidiary of CLARCOR upon consummation of the Merger.
The Merger became effective on February 28, 1997.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
CLARCOR became the sole beneficial and record owner of 100% of the
outstanding shares of UAS Common Stock upon effectiveness of the Merger.
Except as described above, neither CLARCOR nor any person named in
Schedule I to Item 2 hereof (previously filed) beneficially owned shares of
UAS Common Stock as of February 28, 1997, or had any transactions in UAS
Common Stock during the preceding 60 days.
Page 3 of 5 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the execution of the Merger Agreement, Mr.
Durwood G. Rorie, Jr., Mrs. Margaret Stewart Rorie and Mr. William A. Cheney
entered into agreements with CLARCOR obligating them to vote the shares of UAS
Common Stock owned beneficially or of record by them in favor of the Merger. On
the record date for the meeting of shareholders of UAS to consider adoption of
the Merger Agreement, Mr. and Mrs. Rorie and Mr. Cheney owned beneficially or
of record an aggregate of 1,349,853 shares of UAS Common Stock (the "Shares").
Upon effectiveness of the Merger, the Shares were converted into the right to
receive shares of CLARCOR Common Stock pursuant to the Merger Agreement.
Upon the effectiveness of the Merger on February 28, 1997, Mr. and Mrs.
Rorie and Mr. Cheney ceased to own the Shares.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 28, 1997
CLARCOR INC.
By: Bruce A. Klein
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Bruce A. Klein
Vice-President Finance and
Chief Financial Officer
Page 5 of 5 Pages
