<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5)*
-
United Stationers Inc.
----------------------
(Name of Issuer)
Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)
913004-10-7
-----------------------------------------
(CUSIP Number)
HW Associates
c/o Joel D. Spungin
2200 East Golf Road
Des Plaines, IL 60016
(312) 699-5000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 1995
----------------------------------------------------------
(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. [_] (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.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP NO. 913004-10-7 Page 2 of 18 Pages
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1. Name of Reporting Person:
HW Associates
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: Illinois
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 0
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 0
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 0
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 0
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
[_]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person: PN
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<PAGE>
CUSIP NO. 913004-10-7 Page 3 of 18 Pages
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1. Name of Reporting Person:
Joel D. Spungin
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 101,468
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power:
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 101,468
Person ----------------------------------------------------
With 10. Shared Dispositive Power:
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
101,468
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
Excludes 200,000 shares owned by the Joel and Marilyn Spungin
Charitable Remainder Trust of which the Reporting Person is a
beneficiary; and 56,682 shares owned by the Joel D. Spungin Family Trust
u/a/d November 15, 1990 as to which the Reporting Person disclaims
beneficial ownership.
[X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.6%
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14. Type of Reporting Person: IN
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CUSIP NO. 913004-10-7 Page 4 of 18 Pages
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1. Name of Reporting Person:
Joan Fishman
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: 00
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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 0
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 586,134
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 0
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 586,134
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
Excludes 50,000 shares owned by the Joan Fishman Charitable Remainder
Trust of which the Reporting Person disclaims beneficial ownership of
such shares. [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 3.2%
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14. Type of Reporting Person: IN
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<PAGE>
CUSIP NO. 913004-10-7 Page 5 of 18 Pages
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1. Name of Reporting Person:
Melvin L. Hecktman
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 6,667
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 1,067,505
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 6,667
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 1,067,505
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,074,172
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
Excludes 80,000 shares owned by the Melvin and Judith Hecktman Charitable
Remainder Trust of which the Reporting Person is a beneficiary; the
Reporting Person disclaims beneficial ownership of such shares. [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 5.8%
- --------------------------------------------------------------------------------
14. Type of Reporting Person: IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 913004-10-7 Page 6 of 18 Pages
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1. Name of Reporting Person:
Jerold A. Hecktman
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 4,385
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 902,795
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 4,385
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 902,795
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 907,180
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
Excludes 200,000 shares owned by the Jerold and Ruth Hecktman Charitable
Remainder Trust of which the Reporting Person is a beneficiary; the
Reporting Person disclaims beneficial ownership of such shares. [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 4.9%
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14. Type of Reporting Person: IN
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<PAGE>
CUSIP NO. 913004-10-7 Page 7 of 18 Pages
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1. Name of Reporting Person:
Barbara Mills
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 0
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 533,197
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 0
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 533,197
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 533,197
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
Excludes 50,000 shares owned by the Barbara Mills Charitable Remainder
Trust of which the Reporting Person is a beneficiary; the Reporting
Person disclaims beneficial ownership of such shares. [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 2.9%
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14. Type of Reporting Person: IN
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<PAGE>
CUSIP NO. 913004-10-7 Page 8 of 18 Pages
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1. Name of Reporting Person:
Barbara Wolf
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds: 00
- --------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
Number of ----------------------------------------------------
Shares 7. Sole Voting Power: 18,748
Beneficially ----------------------------------------------------
Owned By 8. Shared Voting Power: 921,857
Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power: 18,748
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 921,857
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 940,605
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
Excludes 133,333 shares owned by the Barbara Wolf Savage Charitable
Remainder Trust of which the Reporting Person is a beneficiary; the
Reporting Person disclaims beneficial ownership of such shares. [X]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 5.1%
- --------------------------------------------------------------------------------
14. Type of Reporting Person: IN
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<PAGE>
CUSIP NO. 913004-10-7 Page 9 of 18 Pages
13D
Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby
file this Amendment No. 5 to Schedule 13D Statement (the "Amendment No. 5") to
the original Schedule 13D Statement dated September 19, 1983 (as amended by
Amendment No. 1 to Schedule 13D Statement dated December 18, 1985, Amendment No.
2 to Schedule 13D Statement dated February 20, 1989, Amendment No. 3 to Schedule
13D Statement dated April 27, 1989, and Amendment No. 4 to Schedule 13D
Statement dated May 17, 1989, the "Original Statement") on behalf of HW
Associates, an Illinois general partnership ("HW"); Joel D. Spungin, an
individual; Melvin L. Hecktman, an individual; Jerold A. Hecktman, an
individual; Joan Fishman, an individual; Barbara Mills, an individual; and
Barbara Wolf, an individual. The foregoing partnership and individuals are
sometimes hereinafter referred to as the "Reporting Persons." The Reporting
Persons are making this single joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act,
although neither the fact of this filing nor anything contained in this
Amendment No. 5 shall be deemed to be an admission by the Reporting Persons that
a group exists.
Unless otherwise indicated in this Amendment No. 5, all capitalized terms
used in this Amendment No. 5 which are defined in the Original Statement shall
have the same meaning as set forth in the Original Statement and unless
otherwise indicated herein, there has been no material change to the information
provided in the Original Statement.
Item 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $.10 par value (the "Common
Stock"), of United Stationers Inc., a Delaware corporation (the "Issuer") 2200
East Golf Road, Des Plaines, Illinois 60016.
Item 2. IDENTITY AND BACKGROUND.
(a)-(c). HW ASSOCIATES.
The principal business of HW Associates is as set forth in Item 4
below. The principal business address of HW Associates, which also serves
as its principal office, is c/o Joel D. Spungin, 2200 East Golf Road, Des
Plaines, Illinois 60016. On February 10, 1995, the seven constituent
partners of HW unanimously voted to terminate, dissolve and liquidate HW in
accordance with the Agreement of Termination dated February 10, 1995 (the
"Agreement of Termination") attached hereto as EXHIBIT M and incorporated
herein by this reference. Pursuant to the Agreement of Termination, on
February 10, 1995, HW distributed all of its shares of Common Stock to its
seven constituent partners. Accordingly, from and after February 10, 1995,
HW ceased being a partnership and the constituent partners ceased being
partners in HW. The partners in HW Associates were seven other
partnerships, consisting of the following:
RESIDENCE OR NAME(S) OF
NAME BUSINESS ADDRESS GENERAL PARTNER(S)
Wolf Family Investment c/o Johnson, Goldberg & Barbara Wolf
Partnership, an Illinois Brown, Ltd.
limited partnership 6703 North Cicero Avenue
("WFIP") Lincolnwood, IL 60646
ATTN: Scott Brown
<PAGE>
CUSIP NO. 913004-10-7 Page 10 of 18 Pages
Spungin Family c/o United Stationers, Joel D. Spungin
Investment Partnership, Inc.
an Illinois limited 2200 East Golf Road
partnership ("SFIP") Des Plaines, Illinois
60016
Melvin L. Hecktman c/o Hecktman Management Melvin L. Hecktman
Family Investment Suite 350
Partnership, an Illinois 510 Lake Cook Road
limited partnership Deerfield, IL 60015
("MLHFIP")
MLH Investment c/o Hecktman Management Melvin L. Hecktman,
Partnership, an Illinois Suite 350 Managing Partner
general partnership 510 Lake Cook Road Judith Hecktman, Melvin L.
("MLH") Deerfield, IL 60015 Hecktman, as Custodian for
Brian J. Hecktman under
Ill. Unif. Gifts To Min.
Act ("IUGMA"),
Melvin L. Hecktman, as
Custodian for Julie B.
Hecktman under Ill. Unif.
Gifts To Min. Act
("IUGMA"),
Jerold A. Hecktman, Ruth
L. Hecktman, and Arthur W.
Brown, Jr., as co-trustees
of certain of the twenty-
one trusts identified as
numbers 1 through 21,
respectively, on EXHIBIT A
hereto
Jerold A. Hecktman c/o United Stationers Jerold A. Hecktman
Family Investment Inc.
Partnership, 2200 East Golf Road
an Illinois limited Des Plaines, Illinois
partnership 60016
("JAHFIP")
Fishman Family c/o Johnson, Goldberg & Joan Fishman
Investment Brown, Ltd.
Partnership, 6703 North Cicero Avenue
an Illinois limited Lincolnwood, IL 60646
partnership ATTN: Scott Brown
("FFIP")
Mills Family c/o Johnson, Goldberg & Barbara Mills
Investment Brown, Ltd.
Partnership, 6703 North Cicero Avenue
an Illinois limited Lincolnwood, IL 60646
partnership ATTN: Scott Brown
("MFIP")
In addition to the partners in HW Associates, the six following individual
persons are non-partner Managing Agent parties to the HW Associates
<PAGE>
CUSIP NO. 913004-10-7 Page 11 of 18 Pages
partnership agreement: Barbara Wolf, Joel D. Spungin, Melvin L. Hecktman,
Jerold A. Hecktman, Joan Fishman and Barbara Mills.
THE REMAINING REPORTING PERSONS.
Pursuant to Instruction C to Schedule 13D, the name, business or residence
address and present principal occupation or employment of the remaining
Reporting Persons, who are the Managing Agents of HW Associates, and also of the
respective general partners of the partners in HW Associates (and are the co-
trustees of each trust which is a general partner in MLH Investment Partnership,
one of the partners in HW Associates) are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Barbara Wolf c/o Johnson, Goldberg & Housewife
Brown, Ltd.
6703 North Cicero Avenue
Lincolnwood, Illinois
60646
ATTN: Scott Brown
Joel D. Spungin c/o United Stationers President of United
Inc. Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois
60016
Melvin L. Hecktman c/o Hecktman Management Managing General
Suite 350 Partner
510 Lake Cook Road of Hecktman Management
Deerfield, IL 60015
Jerold A. Hecktman c/o United Stationers Vice President,
Inc. Advertising and
2200 East Golf Road Secretary of United
Des Plaines, Illinois Stationers Inc.
60016
Joan Fishman c/o Johnson, Goldberg & Housewife
Brown, Ltd.
6703 North Cicero Avenue
Lincolnwood, Illinois
60646
ATTN: Scott Brown
Barbara Mills c/o Johnson, Goldberg & Housewife
Brown, Ltd.
6703 North Cicero Avenue
Lincolnwood, Illinois
60646
ATTN: Scott Brown
(d) During the last five years, neither HW Associates nor any of the
persons identified in this Item 2 has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
<PAGE>
CUSIP NO. 913004-10-7 Page 12 of 18 Pages
(e) During the last five years, neither HW Associates nor any of the
persons identified in this Item 2 has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction involving violations
of federal or state securities laws.
(f) All of the persons identified in this Item 2 are citizens of the United
States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the shares of Common Stock held by HW Associates were acquired as a
result of contributions directly from the partners thereof. No shares of Common
Stock were purchased in connection with the formation of HW Associates.
Item 4. PURPOSE OF TRANSACTION.
The purposes for which HW Associates was formed and the Common Stock
conveyed to it are as follows: (1) to centralize, in the hands of HW Associates
and its Managing Agents, voting control of the shares of Common Stock formerly
held by the members of its constituent partners; and (2) to permit a convenient
mechanism for members of the partners in HW Associates to borrow from HW
Associates to obtain funds on more favorable terms than would otherwise be
available to such members.
HW Associates has no plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
On February 10, 1995 HW was terminated, dissolved and liquidated pursuant
to the Agreement of Termination. The primary purposes for which HW was
dissolved, liquidated and terminated was to allow each of the Managing Agents to
make an independent decision as to the tendering of shares, and to account for
the possibility of the Issuer engaging in a transaction with Associated
Holdings, Inc., as disclosed in the Issuer's Form 10-Q for the Quarterly Report
on Quarter Ended November 30, 1994.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(b) of Item 5 of Original Statement are hereby deleted and
replaced with the following:
HW owns no Common Stock of the Issuer. Pursuant to the
Dissolution Agreement, HW distributed an aggregate of 4,712,600
shares of Common Stock to its seven constituent partners in
pro-rata amounts in exchange for HW's redemption of an
aggregate of 4,712,600 partnership units in HW from its partners.
Accordingly, from and after February 10, 1995, HW ceased being a
partnership and the constituent partners of HW ceased being
partners in HW. The shares of Common Stock held by HW were
distributed to the former HW partners in the following amounts:
PARTNER SHARES OF COMMON STOCK
WFIP 1,054,390
JAHFIP 1,105,195
MFIP 584,531
MLH 863,670
MLHFIP 285,835
SFIP 182,845
FFIP 636,134
---------
TOTAL 4,712,600
=========
<PAGE>
CUSIP NO. 913004-10-7 Page 13 of 18 Pages
Immediately following the liquidation of HW on February 10,
1995, the seven former constituent partners of HW distributed a
portion of their shares of Common Stock to the entities and in
the quantities stated in Item 5 paragraph (c) below. Currently,
none of the former partners of HW, HW's former Managing Agents
nor any of HW's former partners, trusts or trustees owns or holds
any shares except as follows:
(i) WFIP holds of record and has sole voting and/or
investment authority over 921,057 shares of Common Stock.
(ii) JAHFIP holds of record and has sole voting and/or
investment authority over 902,795 shares of Common Stock.
(iii) MFIP holds of record and has sole voting and/or
investment authority over 533,197 shares of Common Stock.
(iv) MLH holds of record and has sole voting and/or
investment authority over 863,670 shares of Common Stock.
(v) MLHFIP holds of record and has sole voting and/or
investment authority over 203,835 shares of Common Stock.
(vi) FFIP holds of record and has sole voting and/or
investment authority over 586,134 shares of Common Stock.
(vii) Barbara Wolf:
(1) owns 800 shares, in joint tenancy with her mother,
as to which she has shared voting and investment
power,
(2) owns 18,748 shares pursuant to her interest in the
Barbara Wolf Trust u/a/d March 4, 1988 as to which
she has sole voting and investment power,
(3) owns 921,057 shares due to her interest as a
general partner of WFIP as to which she has sole
voting and investment power, and
(4) is a beneficiary of the Barbara Wolf Savage
Charitable Remainder Trust u/a/d February 1, 1995
which owns 133,333 shares to which Barbara Wolf
disclaims beneficial ownership.
(viii) Joel D. Spungin:
(1) owns 101,468 shares as to which he has sole voting
and investment power,
(2) holds beneficially 56,682 shares pursuant to his
interest in the Joel D. Spungin Family Trust u/a/d
November 15, 1990 to which Joel D. Spungin
disclaims beneficial ownership, and
(3) is a beneficiary of the Joel and Marilyn Spungin
Charitable Remainder Trust u/a/d February 1, 1995
which owns 33,333 shares of
<PAGE>
CUSIP NO. 913004-10-7 Page 14 of 18 Pages
Common Stock to which Joel D. Spungen disclaims
beneficial ownership.
(ix) Melvin L. Hecktman:
(1) owns 6,667 shares as to which he has sole voting
and investment power,
(2) is the sole general partner of MLHFIP which holds
203,835 shares of Common Stock as to which he has
sole voting and investment power,
(3) is a general partner in MLH which owns 863,670
shares of Common Stock as to which he has sole
voting and investment power, and
(4) is a beneficiary of the Melvin and Judith Hecktman
Charitable Remainder Trust u/a/d February 1, 1995
which owns 80,000 shares to which Melvin L.
Hecktman disclaims beneficial ownership.
(x) Jerold A. Hecktman:
(1) owns beneficially 4,385 shares as to which he has
sole voting and investment power,
(2) is the sole general partner of JAHFIP which holds
of record 902,795 shares of Common Stock as to
which he has sole voting and investment power, and
(3) is a beneficiary of the Jerold and Ruth Hecktman
Charitable Remainder Trust u/a/d February 1, 1995
which owns 200,000 shares to which Jerold A.
Hecktman disclaims beneficial ownership.
(xi) Joan Fishman:
(1) is the sole general partner of FFIP which owns of
record 586,134 shares of Common Stock as to which
Joan Fishman has sole voting and investment power,
and
(2) is a beneficiary of the Joan Fishman Charitable
Remainder Trust u/a/d February 1, 1995 which owns
50,000 shares to which Joan Fishman disclaims
beneficial ownership.
(xii) Barbara Mills:
(1) is the sole general partner of MFIP which holds of
record 533,197 shares of Common Stock as to which
Barbara Mills has sole voting and investment
power, and
(2) is a beneficiary of the Barbara Mills Charitable
Remainder Trust u/a/d February 1, 1995 which owns
50,000 shares to which Barbara Mills disclaims
beneficial ownership.
<PAGE>
CUSIP NO. 913004-10-7 Page 15 of 18 Pages
(c) None of the entities referred to in response to paragraph (a) of
this Item 5, or in Item 2 above, has effected any transactions in the
Common Stock during the past 60 days except as follows:
On February 10, 1995, immediately upon receiving their pro-rata
shares from HW, the former partners distributed the shares as follows:
FFIP distributed 50,000 shares of Common Stock to Joan
Fishman, or her successor in trust, as Trustee of the Joan
Fishman Trust u/a/d June 25, 1990 who immediately thereafter
transferred 50,000 shares of Common Stock to Joan Fishman, an
individual, who immediately thereafter transferred 50,000 shares
of Common Stock to the Trustee of the Joan Fishman Charitable
Remainder Trust u/a/d February 1, 1995.
JAHFIP transferred 202,400 shares to Jerold A. Hecktman, an
individual, who immediately thereafter transferred 200,000 shares
of Common Stock to the Trustee of the Jerold and Ruth Hecktman
Charitable Remainder Trust u/a/d February 1, 1995 and 2,400
shares of Common Stock to charitable entities.
MLHFIP transferred:
(1) 68,757 shares to Melvin L. Hecktman, an
individual, who immediately thereafter transferred
66,757 shares to the Trustee of the Melvin and
Judith Hecktman Charitable Remainder Trust u/a/d
February 1, 1995 and 2,000 shares of Common Stock
to another charitable entity; and
(2) 13,243 shares to Judith Hecktman who immediately
thereafter transferred all 13,243 shares of Common
Stock to the trustee of the Melvin and Judith
Hecktman Charitable Remainder Trust u/a/d
February 1, 1995.
MFIP transferred 51,334 to the trustee of the Barbara Mills
Trust u/a/d June 23, 1989 who immediately thereafter transferred
50,000 shares to the Trustee of the Barbara Mills Charitable
Remainder Trust u/a/d February 1, 1995 and 1,334 shares of Common
Stock to other charitable entities.
SFIP transferred:
(1) 56,682 shares to the Trustees of the Joel D.
Spungin Family Trust u/a/d November 15, 1990;
(2) 103,935 shares to Joel D. Spungin, an individual,
who immediately thereafter transferred 33,333
shares to the Trustee of the Joel and Marilyn
Spungin Charitable Remainder Trust u/a/d February
1, 1995; and
(3) 22,228 shares to members of his family.
<PAGE>
CUSIP NO. 913004-10-7 Page 16 of 18 Pages
WFIP distributed 133,333 shares of Common Stock to the
Barbara Wolf Trust u/a/d March 4, 1988 who immediately
transferred all 133,333 shares of Common Stock to Barbara Wolf,
an individual, who immediately thereafter transferred all
133,333 shares to the Trustee of the Barbara Wolf Savage
Charitable Remainder Trust u/a/d February 1, 1995.
(d) No person other than those referred to in response to paragraph
(a) of this Item 5 has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, shares of
Common Stock owned by them.
(e) Pursuant to the Dissolution Agreement, HW distributed all of its
Common Stock on February 10, 1995 to the partners of HW and immediately
thereafter ceased being the beneficial owner of more than five percent of
the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The rights, powers and duties of the Reporting Persons, and of the partners
in HW, are as set forth in the Agreement of Partnership for HW Associates, as
amended by Amendment No. 1 thereto, and in the Termination Agreement. Such
Agreements and Amendments are attached hereto as EXHIBITS F, F-1 and
M respectively and are incorporated herein by reference. The contribution
rights and duties among the Selling Stockholders are as set forth in the
Contribution Agreement dated May 5, 1989 among the Selling Stockholders, a copy
of which is attached hereto as EXHIBIT L.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A - Information as to 21 trusts which are general partners in MLH
Investment Partnership, as required by Item 2.
EXHIBIT B - Information as to sales of Common Stock by Barbara Mills, as
required by Item 5(c).
EXHIBIT C - Information as to sales of Common Stock by Joan Fishman, as
required by Item 5(c).
EXHIBIT D - Information as to the individuals and trusts contributing
shares of Common Stock to seven family partnerships, as required by Item 5(c).
EXHIBIT E - Information as to the shares of Common Stock contributed by
each partner to HW Associates.
<PAGE>
CUSIP NO. 913004-10-7 Page 17 of 18 Pages
EXHIBIT F - Agreement of Partnership for HW Associates dated as of
September 14, 1983.
EXHIBIT F-1 - Amendment No. 1 to Agreement of Partnerhsip for HW Associates
dated as of December 31, 1983.
EXHIBIT G - Agreement relating to the filing of joint statements pursuant
to Rule 13(d)-1(f)(1)(iii).
EXHIBIT G-1 - Agreement relating to the filing of joint statement pursuant
to Rule 13d-1(f)(1)(iii).
EXHIBIT H - Information as to the shares of Common Stock beneficially
owned by each partner in HW Associates.
EXHIBIT I - Copy of Power of Attorney appointing Joel D. Spungin attorney-
in-fact for the Reporting Persons, which has been incorporated herein by
reference.
EXHIBIT K - Information as to the shares of Common Stock beneficially
owned by each partner in HW Associates.
EXHIBIT L - Contribution Agreement dated May 5, 1989 among the selling
stockholders.
EXHIBIT M - Agreement of Termination
SIGNATURES
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: February __, 1995
HW ASSOCIATES
By:
----------------------------------------------
Joel D. Spungin, a Managing Agent
--------------------------------------------------
Joel D. Spungin, Individually and as attorney-
in-fact as noted below
Attorney-in-fact for Joan Fishman*
Attorney-in-fact for Melvin L. Hecktman*
Attorney-in-fact for Jerold A. Hecktman*
Attorney-in-fact for Barbara Mills*
Attorney-in-fact for Barbara Wolf**
<PAGE>
CUSIP NO. 913004-10-7 Page 18 of 18 Pages
* Pursuant to power of attorney given to Joel D. Spungin at page 15 of the
Original Statement under the caption "POWER OF ATTORNEY" which power of
attorney is incorporated herein by reference. A copy of such power of
attorney was filed as EXHIBIT I to the Original Statement.
** Pursuant to power of attorney given to Joel D. Spungin which power of
attorney is incorporated herein by reference. A copy of such power of
attorney was filed as EXHIBIT J to the Original Statement.
<PAGE>
Exhibit M
AGREEMENT OF TERMINATION
FOR
HW ASSOCIATES
-------------
This AGREEMENT OF TERMINATION (the "Agreement") of HW Associates, an
Illinois partnership, is made as of this tenth day of February, 1995 by Barbara
Wolf, Joel D. Spungin, Melvin L. Hecktman, Jerold A. Hecktman, Joan Fishman,
Barbara Mills (collectively, the "Managing Agents"), Wolf Family Investment
Partnership, Spungin Family Investment Partnership, Melvin L. Hecktman Family
Investment Partnership, MLH Investment Partnership, Jerold A. Hecktman Family
Investment Partnership, Fishman Family Investment Partnership and Mills Family
Investment Partnership (collectively, the "Partners") (the Partners and Managing
Agents are collectively referred to herein as the "Parties"). Unless defined
herein, capitalized terms shall have the meaning ascribed to them in the
Partnership Agreement.
R E C I T A L S:
---------------
A. Each of the Partners is a partner of HW Associates, an Illinois
partnership (the "Partnership"), organized and existing pursuant to an Agreement
of Partnership dated as of September 19, 1983, as amended, (the "Partnership
Agreement").
B. The Parties desire to dissolve and terminate the Partnership and
distribute the Partnership's assets to the Partners.
A G R E E M E N T:
-----------------
NOW, THEREFORE, the Parties, for good and valuable consideration, the
receipt of which is hereby acknowledged, agree as follows:
Section 1. Dissolution.
---------- -----------
The Partnership shall be completely dissolved and terminated as of February
10, 1995.
Section 2. Collection of Assets and Payment of Debts.
---------- -----------------------------------------
In accordance with Section 8.3 of the Partnership Agreement, upon the
termination of the Partnership, the Managing Agents shall proceed to wind up the
affairs of the Partnership, pay or provide for all liabilities of the
Partnership and distribute the remaining assets of the Partnership to the
Partners in accordance with Section 3 below.
Section 3. Distribution of Assets.
---------- ----------------------
In accordance with Section 3.12 of the Partnership Agreement, upon the
termination of the Partnership, all of the debts and liabilities of the
Partnership shall be paid or provided for and an amount equal to the Partnership
assets less the Partnership liabilities shall be distributed to the Partners in
liquidation of their Partnership interests pro rata in accordance with their
Units.
Section 4. Miscellaneous.
---------- -------------
<PAGE>
(a) The Managing Partners, and any one or more of them, are hereby
authorized, individually and in groups of two or more, to make, execute,
sign, acknowledge, deliver, file, record, amend or cancel any and all
instruments, documents, reports, agreements, checks, receipts, notices or
certificates as may be required or appropriate in connection with the
termination, dissolution and liquidation of the Partnership.
(b) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute a single instrument. The signature pages of such counterparts
may be detached therefrom after the execution of this Agreement and
attached to one counterpart.
IN WITNESS WHEREOF, the Parties have executed this Agreement of Termination
as of the date first above written.
MANAGING AGENTS:
- ---------------
______________________ ______________________
Barbara Wolf Joel D. Spungin
______________________ ______________________
Melvin L. Hecktman Jerold A. Hecktman
______________________ ______________________
Joan Fishman Barbara Mills
PARTNERS:
- --------
WOLF FAMILY SPUNGIN FAMILY
INVESTMENT PARTNERSHIP INVESTMENT PARTNERSHIP
By:___________________ By:___________________
Barbara Wolf, Joel D. Spungin,
General Partner General Partner
<PAGE>
MELVIN L. HECKTMAN MLH INVESTMENT PARTNERSHIP
FAMILY INVESTMENT PARTNERSHIP
By:____________________ By:_____________________
Melvin L. Hecktman, Melvin L. Hecktman,
General Partner Managing Partner
JEROLD A. HECKTMAN FAMILY FISHMAN FAMILY
INVESTMENT PARTNERSHIP INVESTMENT PARTNERSHIP
By:____________________ By:_____________________
Jerold A. Hecktman, Joan Fishman,
General Partner General Partner
MILLS FAMILY INVESTMENT PARTNERSHIP
By:____________________
Barbara Mills,
General Partner
