Securities and Exchange Commission
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 1995
UNITED STATIONERS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-10653 36-3141189
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2200 East Golf Road, Des Plaines, Illinois 60016-1267
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 699-5000
UNITED STATIONERS INC. AND SUBSIDIARIES
ITEM 4. Change in Registrant's Certifying Accountants
On April 20, 1995, United Stationers Inc. (the "Registrant") appointed the
accounting firm of Ernst & Young LLP ("Ernst & Young") as independent
accountants for fiscal 1995 to replace Arthur Andersen LLP ("Arthur
Andersen"), effective with such appointment. The Audit Committee of the
Board of Directors of the Registrant has approved the selection of Ernst &
Young as the Registrant's new independent accountants.
In connection with the audits of the Registrant's consolidated financial
statements for each of the two most recent fiscal years and in the subsequent
interim period, there have been no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure, nor have there been any reportable events
described in Item 304 (a)(1)(v) of Regulation S-K.
Arthur Andersen's audit reports on the Registrant's consolidated financial
statements for the past two years contain no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
Arthur Andersen has been provided with a copy of this disclosure and was
requested by the Registrant to furnish a letter addressed to the Securities
and Exchange Commission (the "Commission") stating whether they agree with
the above statements. As required by Item 304(a) of Regulation S-K, a copy
of Arthur Andersen's letter to the Commission is attached as Exhibit 16 to
this Current Report on Form 8-K.
Ernst & Young was appointed as the independent accountants to audit the
transition period of September 1, 1994 through March 30, 1995. The
transition period is a result of the change in the fiscal year of the
Registrant which will be effected in connection with the March 30, 1995
merger of Associated Holdings, Inc. ("Associated") with and into the
Registrant with the Registrant surviving (see Item 8 "Change in Fiscal
Year"). Also, Ernst & Young, independent accountants of Associated, has been
engaged to perform a review for the quarter ended March 31, 1995 of the
merged company. In addition, Ernst & Young advised Associated on the
compilation of financial pro formas included in Associated's Form 14D-1 filed
with the Commission in respect of its pre-merger tender offer for certain
common stock of the Registrant.
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UNITED STATIONERS INC. AND SUBSIDIARIES
Item 8. Change in Fiscal Year
On April 20, 1995, the Board of Directors of the Registrant voted to change
the Registrant's fiscal year end from August 31 (the date used in the
Registrant's most recent filing with the Commission) to December 31. As a
result of the Registrant's merger with Associated which had a December 31 tax
year end, IRS regulations require the Registrant to change its taxable year
end from August 31 to December 31. The aforementioned change was made to
conform the Registrant's fiscal year end to both its taxable year end and
that of Associated. Results for the transition period of September 1, 1994
through March 30, 1995 will be reported on Form 10-K to be filed with the
Commission on or before June 30, 1995.
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UNITED STATIONERS INC. AND SUBSIDIARIES
(c) Exhibits
Exhibit
Number Description
1 Not Applicable.
2 * Agreement and Plan of Merger,
dated as of February 13, 1995,
between the Registrant and
Associated (previously filed as
Exhibit 2 to the Registrant's
Solicitation/Recommendation
Statement on Schedule 14D-9
dated February 21, 1995).
4 Not Applicable
13(a) * Annual Report to Stockholders
for the fiscal year ended August
31, 1994 (previously filed as
Exhibit 13 to the Registrant's
Annual Report on Form 10-K dated
November 22, 1994).
13(b) * Quarterly Report on Form 10-Q
for the Quarterly Period Ended
February 28, 1995 (previously
filed with the Commission on
April 13, 1995).
16 Letter from Arthur Andersen
Regarding Change in Certifying
Accountant.
17 Not Applicable
20 Not Applicable
23 Not Applicable
24 Not Applicable
27 Not Applicable
* Incorporated by reference - For Exchange Act filings,
see SEC No. 0-10653
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UNITED STATIONERS INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED STATIONERS INC.
(Registrant)
Date: April 26, 1995 Dan Bushell
Dan Bushell
Chief Financial Officer
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Exhibit 16
April 26, 1995
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read the first four paragraphs of Item 4 included in the attached
Form 8-K dated April 20, 1995 of United Stationers Inc. to be filed with
the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/Arthur Andersen LLP
