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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3)
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TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 3)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATIONERS INC.
(NAME OF SUBJECT COMPANY)
ASSOCIATED HOLDINGS, INC.
(BIDDER)
COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
913004 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS W. STURGESS
CHAIRMAN OF THE BOARD
750 NORTH ST. PAUL STREET, SUITE 1200
DALLAS, TEXAS 75201
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
COPY TO:
LAWRENCE D. STUART, JR., ESQ.
WEIL, GOTSHAL & MANGES
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201-6950
FEBRUARY 13, 1995
(DATE OF EVENT WHICH REQUIRES FILING STATEMENT ON SCHEDULE 13D)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$266,628,505 $53,426
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 17,201,839 shares of the common stock, $0.10
par value (the "Shares"), of United Stationers Inc., a Delaware corporation
(the "Company"), at a purchase price of $15.50 per share, net to the seller
in cash. Such number of Shares represents 92.5% of all the Shares
outstanding as of February 10, 1995, and assumes the buy-out of all existing
options to acquire Shares from the Company.
** Includes a fee of $100 with respect to the filing of Schedule 13D in
accordance with Rule 13d-7.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $53,426 FILING PARTY: ASSOCIATED HOLDINGS, INC.
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: FEBRUARY 21, 1995
SCHEDULE 13D
Page 1 of 5 Pages
Exhibit Index is located on Page 4
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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on February 21, 1995
(as heretofore amended and further amended by this Amendment No. 3, the
"Schedule 14D-1"), by Associated Holdings, Inc., a Delaware corporation
("Associated"), relating to the offer by Associated to purchase up to
17,201,839 shares of the common stock, $0.10 par value (the "Shares"), of the
Company, at a purchase price of $15.50 per share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated February 21, 1995 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer"), previously filed as
Exhibits (a)(1) and (a)(2), respectively.
This Statement also amends and supplements the Statement on Schedule 13D with
respect to the acquisition by Associated of beneficial ownership of Shares held
by persons who have agreed, subject to certain conditions, to tender their
Shares in the Offer. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated February 21, 1995.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Form of Summary Advertisement, dated February 21, 1995.
(a)(8) Text of Press Release, dated February 14, 1995.
(a)(9) Text of Press Release, dated February 21, 1995.
(a)(10) Text of Press Release, dated March 1, 1995.
*(a)(11) Text of Press Release, dated March 3, 1995.
(b) Commitment Letter, dated February 13, 1995, from the Chase Manhattan
Bank, N.A. to Associated and Associated Stationers, Inc. ("ASI"), a
Delaware corporation and wholly owned subsidiary of Associated.
(c)(1) Agreement and Plan of Merger, dated as of February 13, 1995, between
Associated and the Company.
(c)(2) Agreement to Tender, dated as of February 13, 1995, among Associated
and certain stockholders of the Company.
(c)(3) Letter of Intent, dated December 21, 1994 among Associated and the
Company.
(c)(4) No-Hire Letter, dated November 16, 1994 among Associated, Wingate
Partners and the Company.
(c)(5) Confidentiality Agreement, dated November 16, 1994 among Associated,
Wingate Partners and the Company.
(c)(6) Amendment to Letter of Intent, dated as of January 6, 1995, between
Associated and the Company.
(d) None.
(e) Not applicable.
(f) None.
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*Filed herewith
2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and correct.
Dated: March 3, 1995
ASSOCIATED HOLDINGS, INC.
By: /s/ Thomas W. Sturgess
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Thomas W. Sturgess,
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
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PAGE
EXHIBIT NO.
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(a)(1) Offer to Purchase, dated February 21, 1995.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9.
(a)(7) Form of Summary Advertisement, dated February 21, 1995.
(a)(8) Text of Press Release, dated February 14, 1995.
(a)(9) Text of Press Release, dated February 21, 1995.
(a)(10) Text of Press Release, dated March 1, 1995.
*(a)(11) Text of Press Release, dated March 3, 1995.
(b) Commitment Letter, dated February 13, 1995, from The Chase
Manhattan Bank (National Association) to Associated and ASI.
(c)(1) Agreement and Plan of Merger, dated as of February 13, 1995,
between Associated and the Company.
(c)(2) Agreement to Tender, dated as of February 13, 1995, among
Associated and the certain stockholders of the Company.
(c)(3) Letter of Intent, dated December 21, 1994 among Associated and
the Company.
(c)(4) No-Hire Letter, dated November 16, 1994 among Associated,
Wingate Partners and the Company.
(c)(5) Confidentiality Agreement, dated November 16, 1994 among
Associated, Wingate Partners and the Company.
(c)(6) Amendment to Letter of Intent, dated as of January 6, 1995,
between Associated and the Company.
(d) None.
(e) Not applicable.
(f) None.
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*Filed herewith
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EXHIBIT 99(a)(11)
FOR IMMEDIATE RELEASE
For Further Information Contact:
Executive Offices: Joel D. Spungin
Associated Stationers, Inc. Chairman of the Board and
1075 Hawthorne Drive Chief Executive Officer
Itasca, Illinois 60143 or
Kathleen S. Dvorak
Thomas W. Sturgess Director, Investor Relations
Chairman of the Board and United Stationers Inc.
Chief Executive Officer (708) 699-5000
Associated Holdings, Inc.
(214) 720-1313
ASSOCIATED HOLDINGS, INC. ANNOUNCES NUMBER
OF UNITED STATIONERS SHARES TENDERED
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ITASCA, ILL. -- March 3, 1995 -- Associated Holdings, Inc. today announced that,
as of the close of business on March 1, 1995, United Stationers Inc.
stockholders had tendered 158,005 shares of United Stationers common stock to
Associated, which represents 0.85 percent of United Stationers common stock
outstanding as of February 10, 1995 (0.80 percent on a fully diluted basis).
Associated announced on February 21, 1995, an offer to purchase up to
17,201,839 shares of common stock of United Stationers (NASDAQ:USTR), at a
purchase price of $15.50 per share, net to the seller in cash. The tender offer
is scheduled to expire at 5:00 p.m., New York City time, on Tuesday, March 21,
1995, unless extended by Associated in accordance with its terms.
