Securities and Exchange Commission
Washington, DC 20549
FORM 10-C / A-1
Report by Issuer of Securities Quoted on The Nasdaq Stock Market,
Filed Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
and Rule 13a-17 or 15d-17 Thereunder.
UNITED STATIONERS INC.
(Exact name of Issuer 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)
Issuer's telephone number, including area code: (708) 699-5000
I Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding:
1. Title of security: Common Stock, $0.10 par value
2. Number of shares outstanding before the change: 18,596,582
3. Number of shares outstanding after the change: 5,733,645
4. Effective date of change: March 30, 1995
I Change in Number of Shares Outstanding (Continued)
5. Method of change: Merger with Associated Holdings, Inc.,
a Delaware corporation
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
Merger
Give brief description of transaction: On March 30, 1995, pursuant
to an Agreement and Plan of Merger dated as of February 13, 1995 (the
"Merger Agreement"), between Associated Holdings, Inc., a Delaware
corporation ("Associated") and United Stationers Inc., a Delaware
corporation (the "Company"), Associated purchased 17,201,839 shares
of common stock, $0.10 par value ("Company Common Stock"), of the
Company pursuant to the terms of a tender offer which expired on
March 22, 1995. Immediately thereafter, Associated was merged with
and into the Company ("the "Merger"), with the Company surviving the
Merger. At the Effective Time (as defined in the Merger Agreement),
each share of Company Common Stock (other than those shares of
Company Common Stock owned by Associated or its affiliates and shares
held by the Company or its subsidiaries (which were cancelled), and
shares as to which statutory appraisal rights were validly exercised
and perfected in respect of the Merger and not withdrawn) remained
outstanding and unaffected by the Merger, and each share of class A
common stock, $0.01 par value ("Associated Common Stock"), of
Associated outstanding immediately prior to the Merger was converted
into 3,445,286 shares of Company Common Stock and each warrant or
option to acquire shares of Associated Common Stock outstanding
immediately prior to the Merger was converted into the right to
purchase 3,445,286 shares of Company Common Stock for each share of
Associated Common Stock into which such warrant or option was
exercisable immediately prior to the Merger.
II Change in Name of Issuer - Not Applicable
UNITED STATIONERS INC.
Date: May 17, 1995 By:
Daniel H. Bushell
Executive Vice President
and CFO
