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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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UNITED STATIONERS INC.
(Name of Subject Company)
UNITED STATIONERS INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
913004-10-7
(CUSIP Number of Class of Securities)
JOEL D. SPUNGIN
CHAIRMAN
AND
CHIEF EXECUTIVE OFFICER
UNITED STATIONERS INC.
2200 EAST GOLF ROAD
DES PLAINES, ILLINOIS 60016
(708) 699-5000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
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Copies to:
OTIS H. HALLEEN, ESQ. PHILLIP GORDON,
GENERAL COUNSEL ESQ.
UNITED STATIONERS INC. ALTHEIMER & GRAY
2200 EAST GOLF ROAD 10 SOUTH WACKER
DES PLAINES, ILLINOIS 60016 DRIVE
(708) 699-5000 SUITE 4000
CHICAGO, ILLINOIS
60606
(312) 715-4000
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 dated February 21, 1995 (the "Schedule 14D-9") of
United Stationers Inc., a Delaware corporation (the "Company"), with respect to
a tender offer made by Associated Holdings, Inc., a Delaware corporation
("Associated"), to purchase up to 17,201,839 shares of Common Stock, par value
$.10 per share, of the Company (the "Shares"). Capitalized terms used herein
and not defined herein shall have the meaning ascribed to them in the Schedule
14D-9 and the schedules attached thereto.
Schedule I to the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
SUPPLEMENT TO THE INFORMATION STATEMENT PURSUANT
TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
This supplement is being mailed on or about March 10, 1995 as a supplement to
the Schedule 14D-9 to holders of Shares.
In connection with the designation by Associated of the Associated Designees
(who will become directors of the Company upon the acceptance for payment of
the Shares to be purchased in the Offer subject to the conditions and in the
manner set forth in the Schedule 14D-9), the Company has been advised by
Associated that Mr. Thomas W. Sturgess, instead of Mr. James A. Johnson, will
serve as one of the Associated Designees. The following information concerning
Mr. Sturgess has been furnished to the Company by Associated. The Company
assumes no responsibility for the accuracy or completeness of such information.
Mr. Sturgess, age 44, is currently the Chairman of the Board, Chief Executive
Officer and a director of Associated and Associated Stationers, Inc., a
Delaware corporation and a wholly-owned subsidiary of Associated ("ASI"). He
has served as Chairman of the Board and Chief executive officer of Associated
since January 1992 and was elected Chairman of the Board and Chief Executive
Officer of ASI in December 1994. His business address is 1075 Hawthorn Drive,
Itasca, Illinois 60143.
Mr. Sturgess has served since 1987 in a variety of Wingate entities,
including the indirect general partner of each of Wingate and Wingate Partners
II, L.P., a Delaware limited partnership. Mr. Sturgess currently serves as
Chairman of the Board of Directors of Redman Industries, Inc., a manufactured
housing producer, as well as RBPI Holding Corporation, a manufacturer of
aluminum and vinyl windows. He is a director of Loomis Armored Inc., a provider
of armored car and related services, AmeriStat Mobile Medical Services, Inc., a
provider of ambulance services, and Century Products Company, a manufacturer
and distributor of baby seats and other juvenile products. Mr. Sturgess is
currently neither a director of the Company nor the holder of any position with
the Company.
Mr. Sturgess is a citizen of the United States. During the past five years,
to the best knowledge of Associated, ASI or the Company, he has not been
convicted in a criminal proceeding (excluding traffic violations and other
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was, or is, subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws. The Company has been
advised by Associated that, to the best of Associated's knowledge, Mr. Sturgess
does not own any equity securities or rights to acquire equity securities of
the Company nor has he been involved in any transactions with the Company or
any of its directors, executive officers or affiliates which are required to be
disclosed pursuant to the rules and regulations of the Commission (other than
those disclosed in the Schedule 14D-9 and the Offer to Purchase).
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SIGNATURE
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.
UNITED STATIONERS INC.
/s/ Joel D. Spungin
By: _________________________________
Name: Joel D. Spungin
Title: Chairman and Chief
Executive Officer
Dated: March 10, 1995
