<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)/*/
United Stationers Inc.
----------------------
(Name of Issuer)
Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)
913004-10-7
-----------------------------------------
(CUSIP Number)
Barbara Wolf
c/o Scott Brown
Johnson, Goldberg & Brown, Ltd.
6703 North Cicero Avenue
Lincolnwood, IL 60646
(708)673-5740
---------------------------------------------
(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. [X] (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).
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CUSIP NO. 913004-10-7 Page 6 of 6 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The purpose of this amended 13-D filing is to include EXHIBIT A which
was inadvertently omitted from the previously filed draft.
EXHIBIT A Agreement to Tender
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
Wolf Family Investment Partnership
By: _________________________________________
Barbara Wolf, general partner
<PAGE>
EXHIBIT A
AGREEMENT TO TENDER
-------------------
This Agreement to Tender (the "Agreement") dated as of February __,
1995 among Associated Holdings, Inc., a Delaware corporation ("Purchaser"), and
the persons whose names are set forth on Schedule A hereto (individually a
"Shareholder" and collectively the "Shareholders").
Recitals:
--------
A. Purchaser and United Stationers Inc., a Delaware corporation (the
"Company") are simultaneously herewith entering into an Agreement and Plan of
Merger dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, that Purchaser, upon the terms and subject to the conditions
thereof, will make a cash tender offer for up to 92.5% of the outstanding shares
of common stock, par value $.10 per share, of the Company (the "Shares") at a
price of $15.50 per Share, pursuant to an Offer to Purchase and related Letter
of Transmittal which together constitute the "Offer" included in a Tender Offer
Statement on Schedule 14D-1 filed by Purchaser with the Securities and Exchange
Commission (the "Offer Statement"), or such higher price per share pursuant to
the Offer. Upon completion of the Offer, Purchaser will merge with the Company
(the "Merger") and each then outstanding Share (other than certain Shares
identified in Section 3.1(b) of the Merger Agreement) would be converted as
provided in Section 3.1(a) of the Merger Agreement (the Offer and Merger being
collectively referred to as the "Transaction").
B. As a condition to entering into the Merger Agreement, Purchaser
has requested, and each of the Shareholders has agreed, to make certain
agreements and covenants with Purchaser, upon the terms and subject to the
conditions hereinafter set forth with respect to the respective number of Shares
set forth on Schedule A hereto opposite the name of each of the Shareholders.
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein, the parties hereto agree as
follows:
ARTICLE I
Agreement to Tender Shares
--------------------------
Section 1.1 Tender. Subject to the terms and conditions of this
Agreement and of the Offer, each Shareholder agrees severally for itself only to
tender to Purchaser pursuant to the
<PAGE>
Offer in accordance with the terms thereof ("Tender") and not withdraw except as
permitted hereby all Shares held by such Shareholder. The approximate number of
Shares owned by the Shareholder are set forth on Schedule A hereto opposite the
name of such Shareholder and Purchaser shall accept for payment and pay for all
of such Shares Tendered by such Shareholder at the price of $15.50 per Share or
such higher price to be paid under the terms of the Offer by means of a wire
transfer to an account as specified by the Shareholder at the following time:
one business following the Expiration Date (as defined in the Offer Statement)
if the aggregate number of shares Tendered are less than the Maximum Number (as
defined in the Offer Statement) or one business day following the announcement
of the final proration factor should more than the Maximum Number be Tendered.
In the event that any Shareholder acquires any additional Shares prior to the
Tender of its Shares hereunder, all such additional Shares shall be subject to
the terms of this Agreement. Notwithstanding the foregoing, no Shareholder shall
be required to Tender Shares and, if such Shareholder has Tendered Shares, shall
be permitted to withdraw its Shares, if this Agreement is terminated as set
forth in Section 6.1 hereof.
Section 1.2 Adjustment Upon Changes in Capitalization. In the
event of any change in the Shares by reason of any stock dividends, split-ups,
mergers, recapitalizations or other changes in the corporate or capital
structure of the Company, the number and kind of Shares subject to this
Agreement shall be appropriately adjusted.
ARTICLE II
Related Matters
---------------
Section 2.1 Acquisition Transaction. The parties acknowledge that
Purchaser would not have entered into the Merger Agreement without the
concurrent execution of this Agreement and that each Shareholder and Purchaser
would not have entered into this Agreement without the concurrent execution of
the Merger Agreement.
Section 2.2 Agreement to Vote. Subject to Section 6.1 hereof,
each Shareholder agrees to vote all their shares set forth on Schedule A, at any
meeting of shareholders, in favor of the Merger Agreement, the Merger and all
transactions arising out of the Merger Agreement which require shareholder
approval. The Shareholder's agreement to vote their shares shall include an
agreement to execute written consents in lieu of a meeting.
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<PAGE>
ARTICLE III
Representations
and Warranties of the Shareholders
----------------------------------
Each of the Shareholders, severally, and not jointly, hereby
represents and warrants to Purchaser as follows:
Section 3.1 Ownership of the Shares. Such Shareholder is the
record or beneficial owner with full or shared voting power of the number of
Shares set forth opposite such Shareholder's name on Schedule A hereto (which
are all the Shares which such Shareholder so owns of record or beneficially),
and at the time of Tender will have good title, and (subject to the provisions
of Section 2.2 hereof) full voting power, with respect to all such Shares, free
and clear of all liens, charges, encumbrances, equities, claims and options or
other defects in title which may restrict such Shareholder's ability or
authority to tender, sell, and deliver such Shares hereunder.
Section 3.2 Authorization; Valid and Binding Agreement. This
Agreement has been duly and validly executed and delivered by such Shareholder
and constitutes a valid and binding agreement of such Shareholder enforceable
against such Shareholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws affecting creditors' rights and remedies generally and
subject, as to enforceability, to general principles of equity, including
principles of good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or equity). Except as set forth in the Merger
Agreement, no consent or approval or any court, federal or state governmental
agency, or any other person or entity is required in connection with the
execution and consummation of the transactions contemplated by this Agreement to
permit each to carry out its obligations hereunder.
Section 3.3 No Conflicts. Neither the execution and delivery of
this Agreement nor the consummation by such Shareholder of the transactions
contemplated hereby will constitute a violation of, or conflict with, or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or restriction of any kind to which such Shareholder is a party or
by which such Shareholder is bound or any judgment, decree or order applicable
to such Shareholder.
-3-
<PAGE>
ARTICLE IV
Representations and
Warranties of Purchaser
-----------------------
Purchaser hereby represents and warrants to the Shareholders as
follows:
Section 4.1 Authorization; Valid and Binding Agreement. Purchaser
has all requisite corporate power and authority to enter into this Agreement,
and this Agreement has been duly authorized by all necessary corporate action on
the part of Purchaser. This Agreement has been duly and validly executed and
delivered by Purchaser, and constitutes a valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting creditors' rights and remedies
generally and subject, as to enforceability, to general principle of equity
including principles of good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or equity).
Section 4.2 Securities Matters. Purchaser is acquiring the Shares
for its own account and not with a view to the public distribution thereof and
will not offer to sell or otherwise dispose of the Shares acquired in violation
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
ARTICLE V
Covenants
---------
Section 5.1 Other Transactions. Each Shareholder agrees severally,
and for itself only, that, prior to the termination of this Agreement, such
Shareholder shall not engage in any action or omission that would have the
effect of preventing or disabling such Shareholder from Tendering its Shares to
Purchaser. Without limiting the foregoing and except as provided in this
Agreement, until the termination of this agreement such Shareholder agrees not
to sell or transfer, or agree to sell or transfer, any of the Shares provided,
however, that a Shareholder may transfer his or her Shares to a person,
partnership, trust, or other entity so long as such person or entity agrees in
writing to be bound by the terms, provisions and conditions of this Agreement.
Upon such transfer, the transferor shall be released from the terms of this
Agreement with regard to such transferred Shares.
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ARTICLE VI
Termination
-----------
Section 6.1 Termination. This Agreement shall terminate
automatically upon the earlier of (i) the Effective Time (as defined in the
Merger Agreement), (ii) the termination of the Merger Agreement for any
reason,or (iii) any time following the public announcement by any person of an
offer to acquire at least a majority of the outstanding Shares which the
Shareholder reasonably believes offers a higher economic value to the
Shareholder than the Offer and where the Shareholder gives notice to Purchaser
of such termination.
Section 6.2 Effect of Termination. In the event of the termination
of this Agreement pursuant to Section 6.1, this Agreement (including, without
limitation, the voting agreement set forth herein) shall forthwith become void
and have no effect, without liability on the part of any party or its trustees,
partners, beneficiaries, directors, officers, and shareholders or affiliates.
Nothing contained in this Article VI shall relieve any party from liability for
any material breach of this Agreement or the Offer.
ARTICLE VII
Miscellaneous
-------------
Section 7.1 Expenses. Each of the parties hereto will pay all fees
and expenses it incurs in connection with this Agreement, including without
limitation the fees and expenses of its financial and legal advisors. Each
Shareholder represents and warrants to Purchaser that such Shareholder has not
employed any broker or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated
herein.
Section 7.2 Survival of Representations, Warranties and Agreements.
The representations, warranties and agreements of Purchaser and the Shareholders
in this Agreement or in any instrument delivered by Purchaser and the
Shareholders pursuant to this Agreement shall not survive the consummation of
the Merger.
Section 7.3 Assignment; Parties in Interest. Except as permitted by
Section 5.2 hereof or as required by operation of law, this Agreement shall not
be assignable by the parties hereto without the prior written consent of the
other parties. This Agreement will be binding upon, inure to the benefit of and
be enforceable by the parties and their respective successors and permitted
assigns.
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<PAGE>
Section 7.4 Entire Agreement; Amendments. This Agreement and the
documents referred to herein or delivered pursuant hereto which form a part
hereof, contain the entire understanding of the parties with respect to its
subject matter. There are no representations, warranties, agreements, promises,
covenants or undertakings other than those expressly set forth herein or
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by a written instrument duly executed by all the parties. Any
condition to a party's obligations hereunder may be waived in writing by such
party.
Section 7.5 Notices. All notices, claims, certificates, requests,
demands and other communications ("Notices") required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, upon receipt of the telecopy confirmation when telecopied,
upon receipt if sent by a nationally recognized overnight courier service or two
(2) business days after being mailed (registered or certified mail, postage
prepaid, return receipt requested), addressed as follows:
(a) If to Purchaser, to:
1075 Hawthorn Drive
Itasca, Illinois 60143
Telecopy: (708) 775-7509
Attention: Daniel H. Bushell
With copies to:
Weil, Gotshal & Manges
100 Crescent Court
Dallas Texas 75201-6950
Telecopy: (214) 746-4777
Attention: Lawrence D. Stuart, Jr., Esq.
(b) If to the Shareholders, to each Shareholder at the address set
forth on their respective signature page to this Agreement:
With copies to:
Altheimer & Gray
10 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
Telecopy (312) 715-4800
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<PAGE>
Attention: Phillip Gordon, Esq.
or to such other address as the person to whom Notice is to be given may have
previously furnished to the other in writing in the manner set forth above.
Section 7.6 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Illinois without giving
effect to the principles of conflicts of law thereof.
Section 7.7 Severability of Provisions. In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Section 7.8 Counterparts; Headings. This Agreement may be executed
simultaneously in several counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same instrument.
The article and section headings contained herein are for reference purposes
only and will not affect in any way the meaning or interpretation of this
Agreement.
Section 7.9 Remedies. The parties hereto agree that if for any reason
any party hereto shall have failed to perform its obligations under this
Agreement, then any other party hereto seeking to enforce this Agreement against
such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief. This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.
Section 7.10 Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective agreement to tender and vote contemplated by this
Agreement.
Section 7.11 Exculpation. Notwithstanding anything to the contrary
contained herein, with respect to Shareholders which are partnerships or trusts,
there shall be no personal liability hereunder on any partners or trustees with
respect to the terms, conditions, representations, warranties or covenants
contained in this Agreement. Purchaser shall look solely to such Shareholder
and not to any partners or trustees of those Shareholders for the satisfaction
of all remedies which Purchaser may have hereunder.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
ASSOCIATED HOLDINGS, INC.
By: _____________________________By:
Title: __________________________
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<PAGE>
FISHMAN FAMILY
INVESTMENT PARTNERSHIP
By:______________________________
Joan Fishman, General Partner
Address:
_________________________________
Philip Gordon, not personally,
but as Tustee of the Joan
Fishman Charitable Remainder
Trust u/a/d 2/1/95
Address:
<PAGE>
JEROLD A. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP
By: _____________________________ ___________________________
Jerold A. Hecktman, Jerold A. Hecktman
General Partner
Address: Address:
_________________________________
Philip Gordon, not personally,
but as Trustee of the Jerold
and Ruth Hecktman Charitable
Remainder Trust u/a/d 2/1/95
Address:
<PAGE>
MELVIN L. HECKTMAN
FAMILY INVESTMENT
PARTNERSHIP
By: _____________________________ ___________________________
Melvin L. Hecktman, Melvin L. Hecktman
General Partner
Address: Address:
MLH INVESTMENT PARTNERSHIP ___________________________
Philip Gordon, not
personally, but as
Trustee of the Julie B.
Hecktman Charitable
By: _____________________________
Melvin L. Hecktman, Address:
Managing General Partner
Address:
_________________________________
Charitable Remainder Trust
u/a/d 2/1/95
Address:
_________________________________
Philip Gordon, not personally,
but as Trustee of the Sherri A.
Sheftel Charitable Remainder Trust
u/a/d 2/1/95
Address:
<PAGE>
MILLS FAMILY
INVESTMENT PARTNERSHIP
By: _____________________________
Barbara Wolf,
General Partner
Address:
_________________________________
Philip Gordon, not personally,
but as Trustee of the Barbara
Mills Charitable Remainder Trust
u/a/d 2/1/95
Address:
<PAGE>
WOLF FAMILY
INVESTMENT PARTNERSIP
By: _____________________________
Barbara Wolf Savage,
General Partner
Address:
_________________________________
Philip Gordon, not personally,
but as Trustee of the Barbara
Wolf Savage Charitable Remainder
Trust u/a/d 2/1/95
Address:
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_________________________________ JOEL D. SPUNGIN
Joel D. Spungin INVESTMENT PARTNERSHIP
_________________________________
Marilyn G. Spungin By: ___________________________
Joel D. Spungin,
Partner
_________________________________
Debra A. Spungin _______________________________
Marc A. Spungin
_________________________________
Philip Gordon, not personally, _______________________________
but as Trustee of the Joel and Marilyn G. Spungin, not
Marilyn Spungin Charitable personally, but as Co-
Remainder Trust u/a/d 2/1/95 Trustee of the Joel J.
Spungin Family Trust
u/a/d 11/15/90
_______________________________
Robert B. Scadron, not
personally, but as Co-
Trustee of the Joel D.
Spungin Family Trust
u/a/d 11/15/90
_______________________________
Philip Gordon, not
personally, but as
Trustee of the Joel and
Marilyn Spungin
Charitable
Remainder Trust u/a/d
2/1/95
<PAGE>
SCHEDULE A
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<TABLE>
<CAPTION>
Number of
Shareholder Shares
----------- ---------
<S> <C>
Fishman Family Investment Partnership 586,134
Joan Fishman Charitable Remainder Trust u/a/d 50,000
2/1/95
Jerold A. Hecktman Family Investment Partnership 902,795
Jerold A. Hecktman 4,385
Jerold and Ruth Hecktman Charitable Remainder 200,000
Trust u/a/d 2/1/95
Melvin Hecktman 6,667
Melvin L. Hecktman Family Investment Partnership 203,835
Melvin and Judith Hecktman Charitable Remainder 80,000
Trust u/a/d 2/1/95
MLH Investment Partnership 863,670
Mills Family Investment Partnership 533,197
Barbara Mills Charitable Remainder Trust u/a/d 50,000
2/1/95
Wolf Family Investment Partnership 921,057
Barbra Wolf Savage Charitable Remainder Trust 133,333
u/a/d 2/1/95
Joel D. Spungin 101,468
Joel and Marilyn Spungin Charitable Remainder 33,333
Trust u/a/d 2/1/95
Joel D. Spungin Investment Partnership 1,000
Joel D. Spungin Family Trust 57,682
Marilyn G. Spungin 7,648
Debra A. Spungin 4,856
</TABLE>
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<TABLE>
<S> <C>
Marc A. Spungin 4,868
Steven M. Spungin 4,856
---------
Total 4,750,784
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</TABLE>
