2
As filed with the Securities and Exchange Commission on October 2,
1995.
Registration Statement No. 33-62739
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
AMENDMENT NO.1
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).
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 $ 28.38.
______________________________________________
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 October 2, 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 10-
K 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 October 2, 1995.
United Stationers Inc.
By: s/
Thomas W. Sturgess
Thomas W.
Sturgess
Chairman of
the Board, President
and Chief Executive Officer
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
October 2, 1995
Thomas W. Sturgess and Chief Executive Officer
________*________________ Executive Vice President
October 2, 1995
Michael D. Rowsey and a Director
s/ Daniel H. Bushell Executive Vice President,
Chief Financial October 2, 1995
Daniel H. Bushell Officer and Secretary, (principal
financial
and accounting officer)
* ___ Director
October 2, 1995
Jeffrey K. Hewson
* Director
October 2, 1995
Frederick B. Hegi, Jr.
* Director
October 2, 1995
James A. Johnson
__s/Thomas W. Sturgess
Thomas W. Sturgess
Attorney-in-fact
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:
