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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
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TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATIONERS INC.
(NAME OF SUBJECT COMPANY)
ASSOCIATED HOLDINGS, INC.
(BIDDER)
COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
913004 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS W. STURGESS
CHAIRMAN OF THE BOARD
750 NORTH ST. PAUL STREET, SUITE 1200
DALLAS, TEXAS 75201
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
COPY TO:
LAWRENCE D. STUART, JR., ESQ.
WEIL, GOTSHAL & MANGES
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201-6950
FEBRUARY 13, 1995
(DATE OF EVENT WHICH REQUIRES FILING STATEMENT ON SCHEDULE 13D)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$266,628,505 $53,426
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 17,201,839 shares of the common stock, $0.10
par value (the "Shares"), of United Stationers Inc., a Delaware corporation
(the "Company"), at a purchase price of $15.50 per share, net to the seller
in cash. Such number of Shares represents 92.5% of all the Shares
outstanding as of February 10, 1995, and assumes the buy-out of all existing
options to acquire Shares from the Company.
** Includes a fee of $100 with respect to the filing of Schedule 13D in
accordance with Rule 13d-7.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $53,426 FILING PARTY: ASSOCIATED HOLDINGS, INC.
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: FEBRUARY 21, 1995
SCHEDULE 13D
Page 1 of 8 Pages
Exhibit Index is located on Page 4
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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on February 21, 1995,
by Associated Holdings, Inc., a Delaware corporation ("Associated"), relating
to the offer by Associated to purchase up to 17,201,839 shares of the common
stock, $0.10 par value (the "Shares"), of the Company, at a purchase price of
$15.50 per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 21, 1995 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, together
with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer"), previously filed as Exhibits (a)(1) and
(a)(2), respectively.
This Statement also amends and supplements the Statement on Schedule 13D with
respect to the acquisition by Associated of beneficial ownership of Shares held
by persons who have agreed, subject to certain conditions, to tender their
Shares in the Offer. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated February 21, 1995.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Summary Advertisement, dated February 21, 1995.
(a)(8) Text of Press Release, dated February 14, 1995.
*(a)(9) Text of Press Release, dated February 21, 1995.
(b) Commitment Letter, dated February 13, 1995, from the Chase Manhattan
Bank, N.A. to Associated and Associated Stationers, Inc. ("ASI"), a
Delaware corporation and wholly owned subsidiary of Associated.
(c)(1) Agreement and Plan of Merger, dated as of February 13, 1995, between
Associated and the Company.
(c)(2) Agreement to Tender, dated as of February 13, 1995, among Associated
and certain stockholders of the Company.
(c)(3) Letter of Intent, dated December 21, 1994 among Associated and the
Company.
(c)(4) No-Hire Letter, dated November 16, 1994 among Associated, Wingate
Partners and the Company.
(c)(5) Confidentiality Agreement, dated November 16, 1994 among Associated,
Wingate Partners and the Company.
*(c)(6) Amendment to Letter of Intent, dated as of January 6, 1995, between
Associated and the Company.
(d) None.
(e) Not applicable.
(f) None.
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*Filed herewith
2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 23, 1995
ASSOCIATED HOLDINGS, INC.
By: /s/ Thomas W. Sturgess
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Thomas W. Sturgess,
Chairman of the Board and Chief
Executive Officer
3
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EXHIBIT INDEX
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PAGE
EXHIBIT NO.
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(a)(1) Offer to Purchase, dated February 21, 1995.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9.
(a)(7) Form of Summary Advertisement, dated February 21, 1995.
(a)(8) Text of Press Release, dated February 14, 1995.
*(a)(9) Text of Press Release, dated February 21, 1995.
(b) Commitment Letter, dated February 13, 1995, from The Chase
Manhattan Bank (National Association) to Associated and ASI.
(c)(1) Agreement and Plan of Merger, dated as of February 13, 1995,
between Associated and the Company.
(c)(2) Agreement to Tender, dated as of February 13, 1995, among
Associated and the certain stockholders of the Company.
(c)(3) Letter of Intent, dated December 21, 1994 among Associated and
the Company.
(c)(4) No-Hire Letter, dated November 16, 1994 among Associated,
Wingate Partners and the Company.
(c)(5) Confidentiality Agreement, dated November 16, 1994 among
Associated, Wingate Partners and the Company.
*(c)(6) Amendment to Letter of Intent, dated as of January 6, 1995,
between Associated and the Company.
(d) None.
(e) Not applicable.
(f) None.
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*Filed herewith
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EXHIBIT 99(A)(9)
news release
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For Further Information Contact:
Executive Offices:
Associated Stationers, Inc.
1075 Hawthorne Drive
Itasca, IL 60143
Thomas W. Sturgess Joel D. Spungin
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer
Associated Holdings, Inc. or
(214) 720-1313 Kathleen S. Dvorak
Director, Investor Relations
United Stationers Inc.
(708) 699-5000
FOR IMMEDIATE RELEASE
ASSOCIATED HOLDINGS, INC. COMMENCES TENDER OFFER
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Itasca, Ill., Feb. 21, 1995 -- Associated Holdings, Inc., an office products
wholesaler controlled by Dallas-based investment firm Wingate Partners, L.P.,
announced today that it has launched a tender offer to acquire up to 17,201,839
shares (92.5% of the shares outstanding) of common stock of United Stationers
Inc. (NASDAQ: USTR) for $15.50 per share, or an aggregate of $266.6 million.
In Nasdaq Stock Market trading Friday, Feb. 17, United Stationers closed at
$15.13, unchanged from the prior day's closing price.
Upon a successful tender offer, Associated Holdings will merge into United
Stationers and United Stationers will emerge as the surviving entity. As a
result of the proposed transaction, Associated Holdings' equity holders would
control approximately 80% of the combined entity on a fully diluted basis. The
remaining 20% is expected to be publicly traded.
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Associated Holdings, Inc.
Commences Tender Offer
Page two
Associated Holdings said it has a financing commitment from The Chase
Manhattan Bank, N.A. to complete the purchase. Chase Securities, Inc. will act
as dealer manager for the offer. The information agent for the tender offer is
Georgeson & Company Inc.
United Stationers' directors and some stockholders have agreed, subject to
certain conditions, to tender their combined 27.0% stake in United Stationers.
After the merger of Associated Holdings and United Stationers, Tom Sturgess,
currently the chairman and chief executive officer of Associated Stationers,
will continue as chairman of the board of the combined entity. Jeff Hewson, the
president of United Stationers, will serve as president and chief executive
officer of the combined entity. Mike Rowsey, president of Associated Stationers,
and Steve Schwarz, senior vice president of United Stationers, will each serve
as an executive vice president of the combined entity. Dan Bushell, chief
financial officer of Associated Stationers, will serve as chief financial
officer of the combined entity.
United Stationers' sales were $1.5 billion and net earnings were $15.7
million for its fiscal year ended Aug. 31, 1994. For the first quarter of fiscal
1995 ended Nov. 30, 1994, United Stationers' unaudited sales were a record $402
million and net earnings were $6.9 million. Associated's sales for the year
ended Dec. 31, 1994 were $477.4 million and net earnings were $6.4 million.
United Stationers, North America's largest business products wholesaler,
currently markets more than 25,000 items through 30 regional distribution
centers and 28 local distribution points. Associated Holdings' wholly owned
operating subsidiary, Associated Stationers, Inc., is headquartered in Itasca,
Illinois and markets more than 23,000 items through 17 facilities.
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EXHIBIT 99(C)(6)
ASSOCIATED HOLDINGS, INC.
1075 Hawthorn Drive
Itasca, Illinois 60143
January 6, 1995
UNITED STATIONERS, INC.
2200 East Golf Road
Des Plaines, Illinois 60016
Gentlemen:
Reference is made to that certain letter agreement, dated December 21, 1994,
between Associated Holdings, Inc. ("AHI") and United Stationers, Inc. ("USI"), a
copy of which is attached hereto (the "Letter of Intent").
1. Amendment to Letter of Intent.
Paragraph 7 of the Letter of Intent is hereby amended and restated in its
entirety to read as follows:
"7. Nature of Obligations. It is understood that, except for paragraphs 4 and
8, this letter merely summarizes the status of the parties' discussions to
date and creates no obligations on, or rights in favor of, either party
regardless of any subsequent actions or negotiations of the parties. Except
as provided in the preceding sentence, the parties would only be legally
bound by the Definitive Agreement."
This Letter of Intent is hereby further amended by adding the following
paragraph:
"8. Inducement Payment. Notwithstanding paragraph 4, if (a) USI makes any
public announcement of the existence of this letter or the material terms
hereof, and (b) by March 31, 1995, USI enters into a transaction (the
"Alternative Transaction") providing for the sale of not less than a majority
of its outstanding shares or the major portion of its assets with any party
other than AHI, ASI or any of their respective affiliates which Alternative
Transaction is economically superior to the terms set forth in paragraph 1
hereof, then USI shall immediately upon the closing of such Alternative
Transaction pay to AHI, in cash, the sum of all documented and out-of-pocket
costs, fees and other expenses incurred by AHI or ASI to third parties, and
travel and other out-of-pocket expenses of their respective officers,
directors, employees, agents, and representatives in connection with the
transactions contemplated by this letter, provided that USI's obligations
under this paragraph 8 shall not exceed $1,500,000 in the aggregate. The
provisions of this paragraph will expire and be of no force and effect if the
Definitive Agreement is entered into."
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2. Effect on Letter of Intent. All references in the Letter of Intent to
"this letter" and all phrases of like import shall refer to the Letter of Intent
as amended by this letter agreement. Other than as set forth in Section 1 above,
each term and provision of the Letter of Intent shall remain in full force and
effect after the date hereof.
3. Counterparts. This letter agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.
If the foregoing is acceptable to USI, please so indicate by signing and
dating this letter agreement in the space provided below and returning it to the
undersigned no later than January 9, 1995.
Very truly yours,
ASSOCIATED HOLDINGS, INC.
By: /s/ Thomas W. Sturgess
Name: Thomas W. Sturgess
Title: Chairman
Accepted as of
January 6, 1995.
UNITED STATIONERS, INC.
By: /s/ Joel D. Spungin
Name: Joel D. Spungin
Title: Chairman
