3
As filed with the Securities and Exchange Commission on September
18,
1995.
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
United Stationers Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3141189
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
2200 East Golf Road
Des Plaines, Illinois 60016-1267
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive
Offices)
Thomas W. Sturgess
Chairman of the Board
750 N. St. Paul Street, Suite
1200 Dallas, Texas 75201
(214) 720-1313
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
________________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement
________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box:
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of each maximum aggregate
class of securities Amount to beOffering Price Offering
Registration to be registered RegisteredPer
Unit (1)
Price (1) Fee
Common Stock $.10
672,000 $27
$18,144,000 $6,256.55
Class A
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
Preliminary Prospectus Dated September 18, 1995
PROSPECTUS
672,000 Shares
United Stationers Inc.
Common Stock, Class A
($0.10 Par Value)
Certain warrants have been issued by United Stationers Inc.
(the "Company") to replace warrants previously issued by
Associated Holdings, Inc. and outstanding on March 30, 1995, at the
time of the merger between Associated Holdings, Inc. and United
Stationers Inc. The warrants permit the holders thereof to
exercise the right to convert the warrants into non-voting
common stock of the Company and/or into Class A Common Stock
($0.10 par value) ("Shares") of the Company.
This Prospectus relates to 672,000 authorized and unissued shares of
Class A Common Stock reserved for issuance upon exercise of the
warrants and conversion thereof to Class A Common Stock.
Of the 672,000 shares of Class A Common Stock to be offered
hereunder, none are being sold by the Company.
The Class A Common Stock is traded over-the-counter in the NASDAQ
National Market System under the symbol USTR. The last sale price
as quoted by NASDAQ was $__________.
______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________________
The date of this Prospectus is ________________, 1995.
No person is authorized to give any information or to make
any representations other than those contained in this Prospectus,
and if given or made such information or representations must not
be relied upon as having been authorized. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any of these
securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither
the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that information
contained herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the
Company since the date hereof.
__________________
TABLE OF CONTENTS
Page
Available Information
2
Incorporation of Certain Documents by Reference
3
Summary Information
4
Description of Securities to be Registered
4
Plan of Distribution
6
Use of Proceeds
6
Determination of Offering Price
6
Selling Security Holders
6
Experts
7
Legal Opinion
7
Indemnification of Directors and Officers
7
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the ''Exchange
Act''), and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
Such reports, proxy and information statements and other
information filed by United with the Commission may be inspected
and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at Seven World
Trade Center, 13th Floor, New York, New York 10007 and at
Northwestern Atrium Center, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661-2551. Copies of such material can also
be obtained from the principal office of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
Regardless of whether the Company is subject to Section 13(a)
or 15(d) of the Exchange Act, the Company will, to the extent
permitted under the Exchange Act, file with the Commission the
annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) if the Company were so
subject, such documents to be filed with the Commission on or
prior to the respective dates (the ''Required Filing Dates'')
by which the Company would have been required so to file such
documents if the Company were so subject.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents that are
not presented herein or delivered herewith. Copies of any such
documents filed by the Company with the Commission, including
exhibits to such documents, are available upon request, and without
charge, from United Stationers Inc., 2200 East Golf Road, Des
Plaines, Illinois 60016, Attention: Investor Relations Department
(telephone: (708) 699-5000).
The following documents, which have been filed by the Company
with the Commission, are hereby incorporated by reference in
this Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended August
31, 1994;
(ii) Transition Report on Form 10-K for the period September
1,
1994 through March 30, 1995;
(iii) Quarterly reports on Form 10-Q for the quarterly
periods
ended March 31, 1995 and June 30, 1995;
(iv) Amendment to Form 10-Q for the period ended June 30,
1995
(Form 10-Q/A);
(v) Registration Statement on Form S-1 for the Company and
its subsidiary filed and effective August 31,
1995, registering certain Notes under the Securities Act`of 1933, as
amended (the "Securities Act");
(vi) The descriptions of the Common Stock, warrants and
other
Company securities contained in the
Registration Statements filed under Section 12 of the Exchange Act,
including any other amendments or reports
filed
for the purpose of updating such descriptions.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering
of Common Stock shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed documents that
also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement.
SUMMARY
The following summary is qualified in its entirety by, and should
be read in conjunction with, the more detailed information and
financial statements, and the related notes thereto, included
elsewhere in this Prospectus and in the documents incorporated
herein by reference.
The Company
United Stationers Inc. is the parent company for its wholly owned
subsidiary, United Stationers Supply Co. ("United"). Except where
the context clearly indicates otherwise the term "Company" as
hereinafter used includes United Stationers Inc. together with its
subsidiary. The executive offices of the Company are located at 2200
East Golf Road, Des Plaines, Illinois 60016-1267 (telephone: (708)
699-5000).
The Company is the largest office products wholesaler in the United
States. As a result of the mergers of the Company with Associated
Holdings, Inc. ("AHI") and of United with Associated Stationers,
Inc. ("ASI") on March 30, 1995, the Company's net sales on a pro
forma basis for 1994 were approximately $2.0 billion, and for the
six
months ended June 30, 1995 were approximately $ 1.1 billion. Through
its extensive office products catalogs, the Company markets a full
line of over 25,000 (post-consolidation) branded and private brand
office and other related business products (''office products''),
including traditional office supplies; office furniture and desk
accessories; office machines, equipment and supplies; computer
hardware, peripherals and supplies; and facilities management
supplies, including sanitation products and janitorial items. These
products are offered through a network of 39 (post-consolidation)
strategically located distribution centers to over 14,000 resellers,
consisting principally of commercial dealers and contract
stationers, retail dealers, superstores, mail order companies and
mass merchandisers.
Although the office products distribution industry has seen many
changes over the past decade, including the growth of national
superstores and a consolidation among wholesalers, dealers and
contract stationers, large national wholesalers have continued to
perform a significant role in the distribution of office products.
For manufacturers, the wholesaler provides wide market coverage,
assumes credit risk, carries inventory and processes smaller orders
than manufacturers can economically service. In addition,
wholesalers provide resellers with prompt service and delivery, a
source for filling small quantity orders and the opportunity to
obtain credit, minimize investment in inventory and access marketing
resources and technical support.
The Company is currently engaged in implementing its consolidation
plan to integrate the two separate office products wholesale
businesses conducted by United and ASI prior to the merger. United
is a wholly owned subsidiary of the registrant, which has no
operations
independent of those of United.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The securities to be registered consist of 672,000 Shares to be
issued upon exercise of certain warrants.
On January 31, 1992 AHI entered into a Warrant Agreement
with Chase Manhattan Investment Holdings, Inc. ("CMIHI") (the
"Lender Warrant Agreement") pursuant to which it issued to CMIHI
and certain of ASI's senior lenders warrants ("Lender Warrants")
entitling the holders thereof to acquire an aggregate of 150,340
shares of AHI common stock. In connection with the purchase by
AHI of Lynn-Edwards in October 1992, the warrant holders
received warrants for an additional 50,935 shares.
On March 30, 1995, in connection with the merger of AHI with
the Company, the Lender Warrants were assumed by the Company,
and now allow the holders thereof to acquire an aggregate of
672,000 Shares (or, at the option of the warrant holder, shares of
Nonvoting Common Stock of the Company), at an exercise price of
$0.0029 per Share; provided, however, that the exercise price
shall never be lower than par value of the Shares or Nonvoting
common stock, as applicable. Prior to the merger, Wingate
Partners, Wingate II, Wingate Affiliates, L.P., Wingate Affiliates
II, L.P. and Daniel J. Good purchased from one of AHI's former
senior lenders warrants exercisable for an aggregate of
238,795 Shares for an aggregate of approximately $1.7 million.
The following is a summary of the material terms of the Lender
Warrants:
The Lender Warrants contain customary antidilution provisions
and are exercisable through January 31, 2001. In addition, the
Company is
entitled to repurchase the Lender Warrants at any time after
January 31, 1999 at the greater of the then fair market value of
the Shares
(less the applicable exercise price for the Lender Warrants) or
the Equity Value (which is defined generally as (i) five
times the Company's consolidated earnings before interest,
taxes, and
depreciation and amortization minus (ii) non-convertible debt of
the Company and its consolidated subsidiaries minus (iii) preferred
stock of the Company plus (iv) cash and cash equivalents). In the
event,
the Company repurchases Lender Warrants or Shares pursuant to the
call option granted under the Lender Warrants and, within twelve
months
after the date of such repurchase, the Company, any subsidiary of
the Company, or Wingate Partners, Cumberland, or Good Capital or
their associates has entered into any contract relating to a merger
of the Company or sale of all or substantially all of the
assets of the Company or any subsidiary of the Company (a "Look
Back Event"), the Company is required to make a payment to each
holder whose
Lender
Warrants or Shares were repurchased in an amount generally equal
to (i) the excess of the fair market value of the consideration
received by the Company, the subsidiaries and the stockholders of
the Company (on a per share basis) in connection with the Look
Back Event over (ii) the sum of (a) the amount paid to such
holder pursuant to the exercise by the Company of its call option
plus (b) imputed interest on such amount through the date of
repurchase at the base rate under the Company's existing senior
credit agreement.
The Lender Warrants also contain certain put rights which
require the Company to repurchase such Lender Warrants upon the
earlier of January 31, 1997 or the occurrence of certain
extraordinary corporate events. The
purchase price payable by the Company upon exercise of
the put rights is the greater of the then fair market value of
the Shares (less the applicable exercise price of the Lender
Warrants) or the Equity Value. Because AHI refinanced all
of its existing indebtedness in connection with the
Acquisition (including its
indebtedness under old Associated Term Loans), the Lender
Warrants were amended to provide that no put rights may be exercised
thereunder until February 10, 1996.
The Lender Warrants provide the holders with certain "tag
along rights" which entitle such holders to participate, on a
pro rata basis, in certain sales of Shares by Wingate Partners,
Cumberland, Boise Cascade, Good Capital or any of their
subsidiaries, affiliates (but excluding any limited partners
of Wingate as such) or
associates. Pursuant to the Lender Warrants, Wingate Partners
has been granted certain "go along rights" which are triggered
(subject to certain exceptions) in the event (i) Wingate Partners
sells 100% of its equity interest in the Company in a private
offering, (ii) all or substantially all of the assets of the
Company are sold and the proceeds of such sale are
distributed to the stockholders of the Company or
(iii) the Company participates in a merger or
consolidation. In the event Wingate Partners exercises its "go
along rights" in connection with the occurrence of one of the
events
described above, each holder of Lender Warrants would become
obligated to sell all Lender Warrants and Shares held by such
holders in the applicable transaction and to vote all Shares
in favor of such transaction.
The Lender Warrants contain a mechanism whereby after the
Lender Warrants (or a portion thereof) have been sold pursuant to
the put rights, tag along rights, or go along rights under the
Lender Warrants (provided that such events have occurred prior to
January 31, 1999),
each holder of Tranche B Warrants is required to be paid in the
event the amount earned by all holders of the Tranche B Warrants
exceeds $6,500,000 and such holders received an internal rate of
return on their investment represented by the Tranche B portion
of the Old Associated Term Loans of at least 25%. The Refunded
Amount ranges
from 10.0% of amounts earned on the Tranche B Warrants to 40% of
such
amounts, depending upon the amount by which the aggregate
amount earned by all holders of the Tranche B Warrants exceeds
$6,500,000 and the internal rate of return received by such
holders on their investment represented by the Tranche B portion
of the Old Associated Term Loans exceeds 25%.
Pursuant to the terms of the Lender Warrants, if at any time,
the Company does not have securities registered under Section
12(b) or 12(g) of the Exchange Act and is not required to file
reports under Section 15(d) of the Exchange Act, the holders of
the Lender Warrants will be entitled to preemptive rights with
respect to certain issuances of Shares by the Company and to board
observation rights for meetings of the boards of directors of
the Company and its
subsidiaries. The Lender Warrants also contain certain covenants
and agreements with respect to, among other things, (i) transactions
with affiliates (other than the payment of a limited amount of
management fees to Wingate Partners, Cumberland and Good Capital),
(ii) certain mergers, reorganizations, recapitalization and
other events with respect to the Shares, (iii) the redemption of
Shares, (iv) changes of the fiscal year of the Company, (v) the
taking of actions that would cause the Company or any subsidiary
of the Company to own less than 80% of any subsidiary of the
Company except that the Company and each subsidiary of the Company
may own a percentage of the stock of any such subsidiary not
lower than the percentage owned at the effective time of the
Merger, (vi) delivery of financial statements of the Company and
(vii) indemnification.
In connection with the issuance of the Lender Warrants, AHI
on January 31, 1992, entered into a registration rights agreement
(the "Lender Registration Rights Agreement") with the holders of the
Lender Warrants pursuant to which it granted to such holders
certain rights with respect to registration under the Securities
Act of shares of AHI Common Stock issuable to them upon exercise
of the Lender Warrants. The Company assumed the obligations
of AHI under the Lender Registration Rights Agreement by
operation of law in connection with the Merger and such agreement
has been amended accordingly. Pursuant to the amended agreement,
the Company agreed to use its best efforts to effect a "shelf"
registration of all Shares issuable or issued upon exercise of the
Lender Warrants and subject to the agreement as promptly as
practicable following the sixtieth day after the Merger. In
addition, the holders of a majority of the Shares issuable or
issued upon exercise of the Lender Warrants and subject to
the agreement will be able to require the Company, after
consummation of a public offering of Shares meeting certain
specified criteria, and after satisfaction of certain other
conditions, to effect up to five registrations of all or part of
the Shares held by them. The Company is not required to honor any
request to register Shares if the request is received less than
300 days following the effective date of any previous
registration statement filed in connection with any such
request. Upon receipt of a written request to register a
holder's Shares, the Company must send notice to the other holders
subject to the agreement and permit them to also request to have
their respective Shares registered under the Securities Act.
Registrations effected at the request of the holders will be at
the expense of the Company (excluding underwriting discounts and
commissions).
PLAN OF DISTRIBUTION
The Shares registered hereunder, when received by warrant
holders upon exercise of the warrants, will be available for sale
and will be sold in open-market transactions by the warrant
holders or in such other appropriate manner as the warrant holders
may elect.
USE OF PROCEEDS
The Company will realize no proceeds from the sale of the securities
under this registration statement, such sellers having received their
common stock pursuant to the exercise of the warrants described herein.
DETERMINATION OF OFFERING PRICE
The offering price will be based on the market price of the
Company's Common Stock at the time or times of sale thereof by the
selling shareholders.
SELLING SECURITY HOLDERS
The common stock to be sold hereunder has been or will be
acquired by the following holders of warrants:
Common Stock Amount to Amount to Percent of Class
Warrant Holder
Owned
Be Offered be owned* Class Outstanding*
Owned(1) Be Offered be owned (2) Outstanding(2)
Chase Manhattan Investment Holdings, Inc. 379,497
237,748 617,245 9.85
Arab Banking Corporation
24,409 57,747 82,156 1.35
The Long-Term Credit Bank of Japan, Ltd.,
Chicago Branch
0 86,621 86,621 1.42
The Provident Bank
720 58,978 59,698 -
Wingate Partners, L.P.
2,134,289 85,798 2,220,087 36.31
Wingate Partners II, L.P.
558,687 120,126 678,813 11.04
Wingate Affiliates, L.P.
37,047 1,489 38,536 -
Wingate Affiliates II, L.P.
9,817 2,076 11,893 -
Daniel J. Good
81,057 21,377 102,434 1.69
(1) Includes both Nonvoting common stock and Class A Common Stock
("Shares"), as applicable
(2) Assumes exercise of all warrants and conversion to Class A
Common Stock
EXPERTS
The consolidated financial statements and financial statement
schedules of United Stationers Inc. and its consolidated subsidiaries
included in United Stationers Inc.'s Annual Report on Form 10-K
for the fiscal year ended August 31, 1994, in its Transition
Report on Form 10-K for the period from September 1, 1994
through March 30,
1995, and in its Registration Statement on Form S-1 as filed
August 30, 1995, which are incorporated by reference in this
Prospectus, have been audited respectively by Arthur
Andersen LLP, and Ernst & Young
LLP, independent public accountants, as indicated in their
reports
with respect thereto, which are incorporated by reference herein
in
reliance upon such reports given upon the authority of said firms
as
experts in accounting and auditing.
With respect to the unaudited consolidated interim financial
information for the three-month periods ended March 31, 1995 and
June 30, 1995, incorporated by reference in this Prospectus, Ernst
& Young LLP have reported that they have applied limited procedures
in accordance with professional standards for a review of such
information. However, their separate reports included in United
Stationers Inc.'s Quarterly reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995, and incorporated herein by
reference, state that they did not audit and they do not expess an
opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be
restricted in light of the limited nature of the review procedures
applied. The independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on
the unaudited interim financial information because those reports
are not a "report" or a "part" of the Registration Statement
ptepared or certified by the auditors within the meaning of Sections
7 and 11 of the Act.
LEGAL OPINION
The legality of the shares of Common Stock to be offered
hereby has been passed upon for United Stationers Inc. by Otis H.
Halleen, counsel to United Stationers Inc.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law ("DGCL"), the Restated
Certificate of Incorporation and the By-Laws of the Company provide
for indemnification of directors and officers to the fullest extent
permitted by the DGCL. In addition, the directors and officers of
the Company and United are insured under certain insurance policies
insuring them against liabilities arising from such claims for
wrongful acts in their capacities as directors and/or officers.
Pursuant to Sections 102 and 145 of the DGCL, the Company
generally has the power to indemnify its present and former
directors and officers against expenses incurred by them in
connection with any suit to which such directors and officers are,
or are threatened to be made, a party by reason of their serving in
such positions, so long as they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action,
they had no reasonable cause to believe their conduct was unlawful.
The above discussion of the Restated Certificate of
Incorporation and By-laws of the Company and of Sections 102 and 145
of the DGCL is not intended to be exhaustive and is qualified in its
entirety by such Certificate of Incorporation, By-laws and the DGCL.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person thereof in the successful defense of
any action, suit or proceeding) is asserted by a director, officer
or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses payable in connection
with the offering of the securities to
be registered and offered hereby. All of such expenses are
estimates, other than the registration fee
payable to the Securities and Exchange Commission.
Securities and Exchange Commission Registration Fee $
6,256.55
Legal Fees and Expenses 15,000.00
Miscellaneous 2,000.00
__________
Total $ 23,256.55
Item 15. Indemnification of Officers and Directors. [Included
in Prospectus]
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
3.1 Restated Certificate of Incorporation of the Company (Exhibit
3(a) to the Company's Report on Form 10- K dated November 19,
1987 (5).
3.2 Restated By-Laws of the Company (2).
3.3 Certificate of Ownership and Merger merging Associated into the
Company (3)
4.1 Indenture, dated as of May 3, 1995, among United, as Issuer,
the Company, as Guarantor, and The Bank of New York, as Trustee
(3).
4.2 Form of Old Note (included in Exhibit 4.1, Exhibit A) (3).
4.3 Form of New Note (included in Exhibit 4.1, Exhibit A) (3).
4.4 First Supplemental Indenture, dated as of July 28, 1995, among
United, the Company as Guarantor, and the Bank of New York, as
Trustee (2)
9.1 Voting Trust Agreement, dated as of January 31, 1992, among the
Company, the stockholders party thereto and Messrs. Sturgess,
Hegi, Miller, Good and Johnson, as voting trustees (2).
9.2 First Amendment to Voting Trust Agreement, dated as of March
30, 1995, among the Company, the stockholders party thereto and
Messrs. Sturgess, Hegi, Miller, Good and Johnson, as voting trustees
(2).
9.3 Letter agreement, dated March 30, 1995, between the Company (as
successor-in-interest to Associated) and Boise Cascade regarding
the Voting Trust Agreement (2).
10.1 Credit Agreement, dated as of March 30, 1995, among the
Company, United, certain Lenders named therein and Chase Bank,
as Agent and Lender (3).
10.2 Waiver and Amendment No. 1, dated as of April 13, 1995, among
the Company, United, each of the lenders party thereto and Chase
Bank
(2).
10.3 Assumption Agreement, dated as of March 30, 1995, among the
Company, United and Chase Bank, as agent (included in Exhibit
10.1, Exhibit F) (2).
10.4 Revolving Credit Notes, dated March 30, 1995, issued under the
Credit Agreement (included in Exhibit 10.1, Exhibit A-1) (2).
10.5 Form of Tranche A Term Loan Note, issuable under the Credit
Agreement (included in Exhibit 10.1, Exhibit A-2) (2).
10.6 Form of Tranche B Term Loan Note, issuable under the Credit
Agreement (included in Exhibit 10.1, Exhibit A-3)(2).
10.7 Security Agreement, dated as of March 30, 1995, between United
and Chase Bank, as agent (2).
10.8 Form of Indenture of Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing, dated as of March 30, 1995, by
United in favor of Chase Bank (2).
10.9 Registration Rights Agreement, dated as of April 26, 1995,
among the Company, United and the Initial Purchaser (2).
10.10 Purchase Agreement, dated April 26, 1995, among the
Company,
United and the Initial Purchaser (2).
10.11 Registration Rights Agreement, dated as of January 31,
1992,
between the Company (as successor-in- interest to Associated) and
CMIHI (2).
10.12 Amendment No. 1 to Registration Rights Agreement, dated as
of March 30, 1995, among the Company (as successor-in-interest to
Associated), CMIHI and certain other holders of Lender Warrants (2).
10.13 Amended and Restated Registration Rights Agreement, dated
as
of March 30, 1995, among the Company (as successor-in-interest to
Associated), Wingate Partners, Cumberland Capital Corporation,
Good Capital Co., Inc., Boise Cascade and certain other Company
stockholders (2).
10.14 Warrant Agreement, dated as of January 31, 1992, among the
Company (as successor-in-interest to Associated), United (as
successor-in-interest to ASI) and CMIHI (2).
10.15 Amendment No. 1 to Warrant Agreement, dated as of October
27, 1992, among the Company (as successor-in-interest to
Associated), United (as successor-in-interest to ASI), CMIHI and the
other parties thereto (2).
10.16 Amendment No. 2 to Warrant Agreement, dated as of March
30,
1995, among the Company (as successor-in-interest to Associated),
United (as successor-in-interest to ASI), CMIHI and the other
parties thereto (2).
10.17 Warrant Agreement, dated as of January 31, 1992, between
the
Company (as successor-in-interest to Associated) and Boise
Cascade (2).
10.18 Amendment No. 1 to Warrant Agreement, dated as of March
30,
1995, between the Company (as successor-in-interest to
Associated) and Boise Cascade (2).
10.19 Investment Banking Fee and Management Agreements, dated as
of January 31, 1992, among United, the Company and each of
Wingate Partners, Cumberland Capital Corporation and Good Capital
Co., Inc. (2).
10.20 Amendment No. 1 to Investment Banking Fee and Management
Agreements, dated as of March 30, 1995, among the Company, United
and each of Wingate Partners, Cumberland Capital Corporation and
Good Capital Co., Inc. (2).
10.21 Employment Agreements, dated as of January 31, 1992, among
the Company (as successor-in-interest to Associated), United (as
successor-in-interest to ASI) and each of Michael D. Rowsey, Robert
W. Eberspacher, Lawrence E. Miller, Daniel J. Schleppe, Duane J.
Ratay and Daniel H. Bushell (2).
10.22 1992 Management Stock Option Plan, dated as of January 31,
1992 (2).
10.23 Amendment No. 1 to 1992 Management Stock Option Plan,
dated
as of March 30, 1995 (2).
10.24 Letter agreements, dated January 31, 1992, between the
Company (as successor-in-interest to Associated) and each of
Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller, Daniel
J. Schleppe, Duane J. Ratay and Daniel H. Bushell regarding grants
of stock options (2).
10.25 Amendment to Stock Option Grants, dated as of March 30,
1995, between the Company (as successor- in-interest to
Associated) and each of Michael D. Rowsey, Robert W. Eberspacher,
Lawrence E. Miller, Daniel J. Schleppe, Duane J. Ratay and
Daniel H. Bushell (2).
10.26 Executive Stock Purchase Agreements, dated as of January
31,
1992, among the Company (as successor-in-interest to Associated)
Wingate Partners, ASI Partners, L.P. and each of Michael D.
Rowsey, Robert W. Eberspacher, Lawrence E. Miller and Daniel J.
Schleppe (2).
10.27 First Amendments to Executive Stock Purchase Agreements,
dated as of March 30, 1995, among the Company (as successor-in
interest to Associated), Wingate Partners, ASI Partners, L.P. and
each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E.
Miller
and Daniel J. Schleppe (2).
10.28 Agreement for Data Processing Services, dated January 31,
1992, between United (as successor-in- interest to ASI) and
Affiliated Computer Services, Inc. (2).
10.29 First Amendment to Agreement for Data Processing Services,
dated as of June 22,1995, between United and Affiliated Computer
Services, Inc. (2).
10.30 Lease Agreement, dated as of March 4, 1988, between Crow-
Alameda Limited Partnership and Stationers Distributing Company,
Inc., as amended (2).
10.31 Industrial Real Estate Lease, dated as of May 17, 1993,
among Majestic Realty Co. and Patrician Associates, Inc., as
landlord, and United Stationers Supply Co., as tenant (2).
10.32 Standard Industrial Lease, dated as of March 15, 1991,
between Shelley B. & Barbara Detrick and Lynn Edwards Corp. (2).
10.33 Lease Agreement, dated as of January 12, 1993, as amended,
among Stationers Antelope Joint Venture, AVP Trust, Adon V.
Panattoni and Yolanda M. Panattoni, as landlord, and United
Stationers Supply Co., as tenant (2).
10.34 Lease, dated as of February 1, 1993, between CMD Florida
Four Limited Partnership and United Stationers Supply Co., as
amended (2).
10.35 Standard Industrial Lease, dated March 2, 1992, between
Carol Point Builders I and Associated Stationers, Inc. (2).
10.36 Lease, dated March 22,1973, between National Boulevard
Bank
of Chicago, as trustee under Trust Agreement dated March 15,
1973
and known as Trust No. 4722, and United Supply Company, as amended
(2).
10.37 Lease Agreement, dated July 20, 1993, between OTR, acting
as
the duly authorized nominee of the Board of the State Teachers
Retirement System of Ohio, and United Stationers Supply Co., as
amended (2).
10.38 Lease Agreement, dated as of December 20, 1988, between
Corporate Property Associates 8, L.P., and Stationers Distributing
Company, Inc., as amended (2).
10.39 Industrial Lease, dated as of February 22, 1988, between
Northtown Devco and Stationers Distributing Company, as amended
(2).
10.40 Lease, dated as of April 17, 1989, between Isaac Heller
and
United Stationers Supply Co., as amended (2).
10.41 Lease Agreement, dated as of May 10, 1984, between
Westbelt
Business Park Joint Venture and Boise Cascade Corporation, as
amended (2).
10.42 Lease, dated as of January 19, 1981, between Propco, Inc.
and Crown Zellerbach Corporation, as amended (2).
10.43 Lease Agreement, dated as of August 17, 1981, between Gulf
United Corporation and Crown Zellerbach Corporation, as amended
(2).
10.44 Lease Agreement, dated as of March 31, 1978, among Gillich
O. Traughber and J.T. Crain, Joint Venturers, and Boise
Cascade Corporation, as amended (2).
10.45 Lease Agreement, dated November 7, 1988, between Delaware
ll
Associates and Stationers Distributing Company, Inc., as amended
(2).
10.46 Lease Agreement, dated November 7, 1988, between Central
East Dallas Development Limited Partnership and Stationers
Distributing Company, Inc., as amended (2).
10.47 Lease Agreement, dated as of March 17, 1989, between
Special
Asset Management Company of Texas, Inc., and Stationers
Distributing Company, Inc., as amended (2).
10.48 Sublease, dated January 9, 1992, between Shadrall
Associates
and Stationers Distributing Company, Inc. (2).
10.49 Industrial Lease, dated as of June 12, 1989, between
Stationers Distributing Company, Inc. and Dual Asset Fund V, as
amended (2).
10.50 Lease Agreement, dated as of July, 1994, between Bettilyon
Mortgage Loan Company and United Stationers Supply Co. (2).
10.51 Agreement of Lease, dated as of January 5, 1994, between
the
Estate of James Campbell, deceased, and United Stationers Supply
Co. (2).
10.52 Executive Bonus Plan (Exhibit 10(a)(i)(F) to Registrant's
Report on Form 10-K dated November 17, 1988) (5).
10.53 Amendment to Executive Bonus Plan adopted February 13,1995
(4).
10.54 Supplemental Benefits Plan as amended and restated as of
July 13, 1988 (Exhibit 10(a)(H)(1) to Registrant's Report on Form
10K dated November 17,1988) (5).
10.55 Management Incentive Plan (Exhibit 10(a)(i)(L) to
Registrant's Report of Form 10-K dated November 17, 1988) (5).
10.56 Amendment to Management Incentive Plan (Exhibit
10(a)(i)(C)(1) to Registrant's Report on Form 10-K dated November
23, 1994) (5).
10.57 Amendment to Management Incentive Plan adopted February 13,
1995 (4).
10.58 Profit Sharing PluSavings Plan (Exhibit 10(a)(i)(F)(2) (f)
to United's Report on Form 10-K dated November 20,1989) (5).
10.59 United Stationers Supply Co. Pension Plan as amended (See
Registrant's Reports on Form 10-K for the fiscal years ended
August 31, 1985, 1986, 1987 and 1989) (5).
10.60 Amendment to Pension Plan adopted February 10, 1995 (4).
10.61 Amended and Restated Employment and Consulting Agreement
dated April 15, 1993 between United, the Registrant and Joel
D. Spungin (Exhibit 10(b) to United's Report on Form 10-K dated
November 22, 1993) (5).
10.62 Amendment dated February 13, 1995 to the Amended and
Restated Employment and Consulting Agreement between United, the
Registrant and Joel D. Spungin (4).
10.63 Form of Employment and Consulting Agreement between United,
the Registrant and certain executive officers (Exhibit 10(j) to
Registrant's Report on Form 10-K dated November 19, 1987) (5)
10.64 Amendment dated February 13, 1995 to Employment and
Consulting Agreement between United, the Registrant and Jerold A.
Hecktman (4).
10.65 Amendment dated February 13, 1995 to Employment and
Consulting Agreement between United, the Registrant and Ted S.
Rzeszuto (4).
10.66 Amendment dated February 13, 1995 to Employment and
Consulting Agreement between United, the Registrant and Otis
H. Halleen (4).
10.67 Amendment dated February 13, 1995 to Employment and
Consulting Agreement between United, the Registrant and Robert
H. Cornell (4).
10.68 Amendment dated February 13, 1995 to Employment and
Consulting Agreement between United, the Registrant and Steven
R. Schwarz (4).
10.69 Employment and Consulting Agreement dated March 1, 1990
between United, the Registrant and Jeffrey K. Hewson (Exhibit
10(1) to Registrant's Report on Form 10-K dated November 20, 1980)
(5).
10.70 Amendment dated April 10, 1991 of Employment and
Consulting
Agreement between United, the Registrant and Jeffrey K. Hewson
(Exhibit 10(l)(i) to Registrant's Report on Form 10-K dated November
25, 1991) (5).
10.71 Amendment dated September 1, 1994 of Hewson Employment and
Consulting Agreement (Exhibit 10(e)(ii) to Registrant's Report
on Form 10-K dated November 23, 1994) (5).
10.72 Amendment to Employment and Consulting Agreement dated
February 13,1995 between United, the Registrant and Jeffrey K.
Hewson (4).
10.73 Severance Agreement between United, the Registrant and
James
A. Pribel dated February 13, 1995 (4).
10.74 Letter Agreement dated February 13, 1995 between United and
Ergin Uskup (4).
10.75 Form of Director's Agreement to Cash Out and Cancel Stock
Options dated February 13, 1995 (Exhibit 10.53 to Registrant's
Form 10-K dated June 27, 1995) (5).
10.77 Form of Employee's Agreement to Cash Out and Cancel Stock
Options dated February 13, 1995 (Exhibit 10.54 to Registrant's
Form 10-K dated June 27, 1995) (5).
10.78 USI Employee Benefits Trust Agreement dated March 21, 1995
between the Registrant and American National Bank and Trust
Company of Chicago as Trustee (4).
10.79 USI Bonus Benefits Trust Agreement dated March 21, 1995
between the Registrant and American National Bank and Trust
Company of Chicago as Trustee (4).
10.80 Certificate of Insurance covering directors' and officers'
liability insurance effective November 1, 1994 through November
1, 1995 (Exhibit 10.57 to Registrant's Form 10-K dated June 27,
1995) (5).
10.81 Certificate of Insurance covering directors' and officers'
liability insurance effective March 30, 1995 through March 30,
1996 (1)
10.82 Amendment to Medical Plan Document for United (4).
10.83 United Severance Plan, adopted February 10, 1995 (4).
10.84 Securities Purchase Agreement, dated as of July 28. 1995,
among the Registrant, Boise Cascade, Wingate Partners, Wingate
ll, Wingate Affiliates, LP., Wingate Affiliates Il, L.P., ASI
Partners lll, LP., the Julie Good Mora Grantor Trust and the Laura
Good Stathos Grantor Trust (2).
10.85 Waiver dated July 25, 1995 among the Registrant, United,
each of the lenders party thereto and Chase Bank (1)
15 Letter from Ernst & Young LLP, independent certified public
accountants, regarding unaudited interim financial information
(2)
21 Subsidiaries of the Company (1)
23.1 Consent of Arthur Andersen LLP, independent public accountants
(1)
23.2 Consent of Ernst & Young LLP, independent public accountants
(1)
________________
(1) Filed herewith.
(2) Incorporated by reference to Form S-1 Registration Statement
and Amendments thereto filed by the Company and United as filed
on or before August 30, 1995.
(3) Incorporated by reference to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1995.
(4) Incorporated by reference to Registrant's Schedule 14D-9 dated
February 21, 1995.
(5) Incorporated by reference to other prior filings of Registrant
as indicated
For Exchange Act filings, see Commission File No. 0-10653.
(b) Financial Statement Schedules
All schedules have been omitted since the required information is
either not present or not present in
amounts sufficient to require submission of the schedule, or because
the information required is included
in the consolidated financial statements or the notes thereto
incorporated herein by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(5) To supplement the prospectus, after the expiration of the
subscription period, to set forth the results of the subscription
offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by the
underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms
different from those set forth on the cover page of the prospectus,
a post-effective amendment will be filed to set forth the terms of
such offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Plaines,
State of Illinois, on September 15, 1995.
United Stationers
Inc.
By: s/
Thomas W. Sturgess
Thomas W.
Sturgess
Chairman
of the Board, President
and Chief Executive Officer
Each person whose signature appears below hereby appoints Thomas
W. Sturgess and Daniel H. Bushell, and either of them as his
attorney-infact to sign on his behalf and to file all pre- and
post-effective amendments to this Registration Statement, which
amendments may make such changes in and additions to this
registration Statement as such attorney-in-fact may deem necessary
or appropriate.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title
Date
s/ Thomas W. Sturgess Chairman of the Board, President
September 15 , 1995
Thomas W. Sturgess and Chief Executive Officer
s/ Michael D. Rowsey Executive Vice
President
September 14 , 1995
Michael D. Rowsey and a Director
s/ Daniel H. Bushell Executive Vice
President,
Chief Financial September 15 , 1995
Daniel H. Bushell Officer and Secretary, (principal
financial
and accounting officer)
s/ Jeffrey K. Hewson Director
September 14 , 1995
Jeffrey K. Hewson
s/ Frederick B. Hegi, Jr.
Director
September 14 , 1995
Frederick B. Hegi, Jr.
s/ James A. Johnson
Director
September 15 , 1995
James A. Johnson
EXHIBIT 10-81
ACORD Certificate of Insurance
Issue Date: 9/07/95
Producer:
Rollins Hudig Hall of Illinois
123 N. Wacker Drive
Chicago, Illinois 60606
Insured:
United Stationers Inc.
2200 East Golf Road
Des Plaines, IL 60016-1267
This certificate is issued as a matter of information
only and confers no rights upon the certificate holder.
This certificate does not amend, extend or alter the
coverage afforded by the policies below.
Companies affording coverage:
A National Union Fire Ins. Co.
B Federal Insurance Co.
Coverages:
This is to certify that the policies of insurance listed
below have been issued to the insured named above for
the policy period indicated, notwithstanding any
requirement, term or condition of any contract or other
document with respect to which this certificate may be
issued or may pertain, the insurance afforded by the
policies described herein is subject to all the terms,
exclusions and conditions of such policies. Limits
shown may have been reduced by paid claims.
Type of Insurance: A Directors & Officers Liability
Policy Number: 4446913
Policy Effective Date: 3/30/95
Policy Expiration Date: 3/30/96
Limits: $5,000,000 Aggregate
***Deductible $250,000
Description of operations/locations/vehicles/special
items: ***Deductible applies to company reimbursement and
indemnification loss.
(B) Excess Directors & Officers Liab. - Policy #8146-02-02
Policy Term: 3/30/95-96
5,000,000 aggregate limits XS of underlying 5,000,000
limit & 250,000 retention
Certificate Holder:
Evidence of Insurance Only
Cancellation:
Should any of the above described policies be cancelled
before the expiration date thereof, the issuing company
will endeavor to mail 30 days written notice to the
certificate holder named to the left, but failure to mail
such notice shall impose no obligation or liability of any
kind upon the company, its agents or representatives.
Authorized Representative:
Lori A. Pitiusaitis 521154000
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
United Stationers Supply Co., an Illinois corporation -
wholly owned
Exhibit 15
September 18, 1995
The Board of Directors
United Stationers Inc.
We are aware of the incorporation by reference in
the registration Statement (Form S-3) of United Stationers
Inc. for the registration of 672,000 shares of its Class A
common stock of our reports dated May 15, 1995 and August
9, 1995 relating to the unaudited condensed
consolidated interim financial statements of United
Stationers Inc. which are included in its Forms 10-Q
for the quarters ended March 31, 1995 and June 30, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933
our reports are not a part of the registration
statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of
1933.
/s/ Ernst & Young LLP
Exhibit 23.2
We consent to the reference to our firm under the caption
"Experts" in the registration Statement (Form S-3) and
related Prospectus of United Stationers Inc. for the
registration of 672,000 shares of its Class A Common stock
and to the incorporation by reference therein of our report
dated June 27, 1995, with respect to the consolidated
financial statements of United Stationers Inc. included in
its Transition Report on Form 10-K as of and for the seven
months ended March 30, 1995, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
September 18, 1995
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent Public Accounts , we hereby consent to the
use of our reports to all references to our Firm included
in or made part of this United Stationers Inc. registration
statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
September 15, 1995
EXHIBIT 10.85
WAIVER
WAIVER dated as of July 25, 1995, between UNITED
STATIONERS SUPPLY CO., a corporation duly organized and
validly existing under the laws of the State of Illinois
(the "Company"); UNITED STATIONERS INC., a corporation duly
organized and validly existing under the laws of the State
of Delaware ("the Guarantor" and, together with the Company,
the "Obligors"); each of the lenders that is a signatory
hereto; and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a national banking association, as agent for the Lenders
under the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the
"Agent")
W I T N E S S E T H:
WHEREAS, the Company, the Guarantor, certain
lenders and the Agent are parties to a Credit Agreement
dated as of March 30, 1995 (as heretofore modified and
supplemented and in effect on the date hereof, the "Credit
Aqreement"), providing, subject to the terms and conditions
thereof, for extensions of credit (by making of loans and
issuing letters of credit) to be made by said lenders to the
Company in an aggregate principal or face amount not
exceeding $500,000,000;
WHEREAS, Waiver and Amendment No. 1 to the Credit
Agreement dated as of April 13, 1995, among the Company, the
Guarantor, the lenders party thereto and the Agent ("Waiver
and Amendment No. 1") permitted the Company to repurchase
its Class B Preferred Stock, in whole but not in part, at
any time for an aggregate price of not more than $7,500,000;
WHEREAS, the Company now proposes to repurchase
such Class B Preferred Stock pursuant to Waiver and
Amendment No. 1 for for an aggregate price of $7,000,000 and
in connection with such repurchase will be required to make
a Dividend Payment in cash in respect of its Class C
Preferred Stock;
WHEREAS, the Company wishes to make such Dividend
Payment in respect of its Class C Preferred Stock prior to
July 31, 1995 notwithstanding Section 9.09 of the Credit
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise
defined in this Waiver, terms defined in the Credit
Agreement arG used herein as defined therein.
Section 2. Waivers. Notwithstanding anything
to the
contrary contained in Section 9 09(a) of the Credit
Agreement, the Lenders hereby consent to the making of a
Dividend Payment in respect of the Class C Preferred Stock
in cash for up to $255,000, provided that such Dividend
Payment be made by the Company no later than July 30, 1995
and, provided further that upon making such Dividend
Payment, the Company shall deliver to each Lender a
certificate of a Responsible Officer of the Company stating
that prior to and after giving effect to such Dividend
Payment, no Default exists and demonstrating compliance with
the condition set forth in clause (2) of Section 9.09(a) of
the Credit Agreement.
Section 3. Representations and Warranties. Each
of the Guarantor and the Company represents and warrants to
the Lenders that (a) no Default has occurred and is
continuing and (b) the representations and warranties set
forth in Section 8 of the Credit Agreement and in each other
Basic Document to which the Guarantor or the Company is a
party are true and complete on the date hereof as if made on
and as of the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a
specific date, as of such specific date).
Section 4. Effectiveness. The waiver of certain
provisions of the Credit Agreement set forth in said Sections
2 shall become effective, as of the date hereof, upon the
execution and delivery hereof.
Section 5. Miscellaneous. Except as herein
provided, the Credit Agreement shall remain unchanged and in
full force and effect. This Waiver may be executed in any
number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of
the parties hereto may execute this Waiver by signing any
such counterpart. This Waiver shall be governed by, and
construed in accordance with, the law of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused
this Waiver to be duly executed and delivered as of the day
and year first above written.
UNITED STATIONERS SUPPLY CO.
By _________________________
__ Title:
UNITED STATIONERS INC
By _________________________
__ Title:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By _________________________
__ Title:
ARAB BANKING CORPORATION
(B.S.C. )
By _________________________
_ Title:
BANK OF AMERICA ILLINOIS
By
__________________________ Title:
THE BANK OF NEW YORK
By __________________________ Title:
THE FIRST NATIONAL BANK OF CHICAGO
By _______________________________
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., CHICAGO BRANCH
By _______________________________
Title:
NATIONSBANK, N.A. (CAROLINAS)
By _______________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By _______________________________
Title:
VAN KAMPEN MERRITT PRIME RATE INCOME
TRUST
By _______________________________
Title:
BANK ONE, MILWAUKEE, NA
By _______________________________
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By ________________________________
Title:
NATIONAL CANADA FINANCE CORPORATION
By ________________________________
Title:
By ________________________________
Title:
SANWA BUSINESS CREDIT CORPORATION
By ________________________________
Title:
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By ________________________________
Title:
BANK OF SCOTLAND
By ________________________________
Title:
THE NORTHERN TRUST COMPANY
By ________________________________
Title: Vice President
CORESTATES BANK, N.A.
By ________________________________
Title:
COMERICA BANK
By ________________________________
Title:
THE FIRST NATIONAL BANK OF MARYLAND
By ________________________________
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION CHICAGO BRANCH
By ________________________________
Title:
NBD BANK
By _______________________________
Title:
BANQUE PARIBAS
By _______________________________
Title:
By _______________________________
Title:
SOCIETY NATIONAL BANK
By ______________________________
Title:
THE BANK OF TOKYO TRUST COMPANY
By ______________________________
Title:
UNION BANK
By ______________________________
Title:
MICHIGAN NATIONAL BANK
By ______________________________
Title:
CREDITANSTALT CORPORATE FINANCE,
INC.
By ______________________________
Title:
By ______________________________
Title:
KEYPORT LIFE INSURANCE COMPANY
By ______________________________
Title:
STICHTING RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS 2
(ROSA2)
By CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor
By __________________________
Title:
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
By CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Portfolio
Advisor
By __________________________
Title:
CERES FINANCE, LTD.
By CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Financial
Manager
By __________________________
Title:
STRATA FUNDING LTD.
By CHANCELLOR SENIOR SECURED
MANAGEMENT, INC., as Financial
Manager
By __________________________
Title:
DEUTSCHE FINANCIAL SERVICES HOLDING
CORPORATION
By _______________________________
Title:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION),
as Agent
By _______________________________
Title:
