Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For The Quarterly Period Ended: November 30, 1994
Commission File Number: 0-10653
UNITED STATIONERS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3141189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 East Golf Road, Des Plaines, Illinois 60016-1267
(Address of principal executive offices) (Zip Code)
(708) 699-5000
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No
(2) Yes X No
As of December 31, 1994, United Stationers Inc. had 18,594,457 shares of
common stock, $.10 par value, outstanding.
INDEX
PAGE
NUMBER
PART I - FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets as of
November 30, 1994 and August 31, 1994. 3
Condensed Consolidated Statements of Income
for the Three Months Ended November 30, 1994
and November 30, 1993. 4
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended November 30, 1994 and
November 30, 1993. 5
Notes to Condensed Consolidated Financial Statements. 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations. 7
PART II - OTHER INFORMATION 9
SIGNATURES 18
INDEX TO EXHIBITS 19
-2-
UNITED STATIONERS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
ASSETS
(Unaudited) (Audited)
November 30, August 31,
1994 1994
CURRENT ASSETS
Cash and cash equivalents $ 5,142 $ 6,920
Accounts receivable, net 158,582 156,272
Inventories 271,857 225,794
Prepaid expenses 15,153 15,512
Total Current Assets $450,734 $404,498
PROPERTY, PLANT AND EQUIPMENT, at cost $245,591 $243,928
Less-Accumulated depreciation and amortization (118,672) (114,364)
Net Property, Plant and Equipment $126,919 $129,564
GOODWILL, NET $ 42,091 $ 42,369
OTHER ASSETS, NET $ 10,399 $ 10,826
TOTAL ASSETS $630,143 $587,257
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES
Short-term debt and current maturities
of long-term obligations $ 36,301 $ 6,338
Accounts payable 120,425 121,793
Accrued liabilities 42,986 36,540
Total Current Liabilities $199,712 $164,671
DEFERRED INCOME TAXES $ 17,142 $ 17,427
LONG-TERM OBLIGATIONS $162,215 $159,149
STOCKHOLDERS' INVESTMENT $251,074 $246,010
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $630,143 $587,257
The accompanying notes to condensed consolidated financial
statements are an integral part of these balance sheets.
-3-
UNITED STATIONERS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars, except share data)
(Unaudited)
FOR THE THREE MONTHS ENDED
November 30, November 30,
1994 1993
NET SALES $402,198 $370,597
COST OF SALES 317,241 285,823
Gross profit on sales $ 84,957 $ 84,774
WAREHOUSING, MARKETING AND
ADMINISTRATIVE EXPENSES 70,278 72,401
Income from operations $ 14,679 $ 12,373
OTHER EXPENSE, net 2,993 2,160
Income before income taxes $ 11,686 $ 10,213
INCOME TAXES 4,743 4,289
NET INCOME $ 6,943 $ 5,924
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 18,590,672 18,582,939
NET INCOME PER COMMON SHARE $ .37 $ .32
CASH DIVIDENDS PAID PER COMMON SHARE $ .10 $ .10
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
-4-
UNITED STATIONERS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
FOR THE THREE MONTHS ENDED
November 30, November 30,
1994 1993
Cash Flows from Operating Activities
Net Income $ 6,943 $ 5,924
Adjustments to reconcile net income to
net cash used in operating activities:
Loss/(gain) on sale of fixed assets $ 8 $ (105)
Depreciation and amortization 5,373 5,195
(Decrease)/increase in deferred taxes (285) 650
Decrease in accounts payable (1,369) (24,978)
Increase/(decrease) in accrued liabilities 6,256 (5,108)
Increase/(decrease) in accounts receivable (2,310) 1,268
Increase in inventories (46,063) (37,714)
(Decrease)/increase in prepaid expenses 359 (604)
Increase in other assets (335) (712)
Net Cash Used in Operating Activities $(31,423) $(56,184)
Cash Flows from Investing Activities
Acquisition of property, plant and equipment $ (1,776) $ (2,439)
Proceeds from disposition of property,
plant and equipment 19 138
Net Cash Used in Investing Activities $ (1,757) $ (2,301)
Cash Flows from Financing Activities
Decrease in short-term debt $ (36) $ 0
Payments on long-term obligations (3,726) (205)
Additions to long-term obligations 37,043 62,268
Issuance of common shares 168 26
Payment of dividends (1,930) (1,905)
(Acquisition)/issuance of treasury stock (117) 115
Net Cash Provided by Financing Activities $ 31,402 $ 60,299
Net (decrease)/increase in cash and
cash equivalents $ (1,778) $ 1,814
Cash and cash equivalents at the beginning
of the period 6,920 7,889
Cash and Cash Equivalents at the End
of the Period $ 5,142 $ 9,703
_______________________________________________________________________
Income taxes paid $ 108 $ 446
Interest paid $ 1,810 $ 1,962
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
-5-
UNITED STATIONERS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited,
except for the Balance Sheet as of August 31, 1994, which is condensed from
the audited Balance Sheet at that date. These statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. These statements should be read in conjunction with
the Company's audited consolidated financial statements for the year ended
August 31, 1994, and the notes therein included in its report on Form 10-K
for the same period. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. In the opinion of the Company's management,
the condensed consolidated financial statements for the unaudited interim
periods presented include all adjustments necessary to fairly present the
results of such interim periods and the financial position as of the end of
said periods. These adjustments did not have a material impact on the
financial statements presented. Certain interim expense and inventory
estimates are recognized throughout the fiscal year relating to shrinkage,
inflation and product mix. Any appropriate adjustments to reflect actual
experience will be recognized in the fourth quarter.
(2) Accounting Changes
During the quarter ended November 30, 1994, the Company adopted Financial
Accounting Standards Board Statement No. 112 (SFAS 112), "Employers'
Accounting for Postemployment Benefits" effective as of September 1, 1994.
SFAS 112 requires that employers expense the costs of post-employment
benefits paid before retirement, principally severance benefits, over the
service lives of employees if certain conditions are met. The adoption of
SFAS 112 did not have a material impact on the Company's financial position
and results of operations.
(3) Review
Arthur Andersen LLP, independent public accountants, have performed a
review of the condensed consolidated financial statements referred to
above. Since they did not perform an audit, they express no opinion on
these statements. Refer to the Report of Independent Public Accountants
included in this filing.
-6-
UNITED STATIONERS INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FISCAL 1995 COMPARED TO FISCAL 1994
First Quarter Results
Net sales were $402 million for the first quarter of Fiscal 1995, an 8.5%
increase over net sales of $371 million in the comparable period a year
ago. The increase reflects growth in all geographic areas.
Gross profit as a percent of net sales decreased to 21.1% in the first
quarter of Fiscal 1995 from 22.9% in the first quarter of Fiscal 1994. The
decrease reflects higher levels of rebates and volume allowances earned by
the Company's customers as a result of ongoing dealer consolidations. In
addition, margin was affected by increased promotional sales as well as a
shift in product mix.
Operating expenses as a percent of net sales decreased to 17.5% in the
first quarter of Fiscal 1995 from 19.5% in the first quarter of Fiscal
1994. The decrease is the result of streamlining the Company's work
processes and reducing payroll and freight expense.
Income from operations as a percent of net sales increased to 3.6% in the
first quarter of Fiscal 1995 from 3.4% in the first quarter of Fiscal 1994.
Income before income taxes as a percent of net sales increased to 2.9% in
the first quarter of Fiscal 1995 from 2.8% in the first quarter of Fiscal
1994. Net income was $6.9 million in the first quarter of Fiscal 1995, up
17.2% from the $5.9 million in the comparable year-ago quarter. Net income
per share was $.37 for the first quarter of Fiscal 1995, compared to $.32
for the first quarter of Fiscal 1994.
-7-
UNITED STATIONERS INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Liquidity and Capital Resources
During the first quarter of Fiscal 1995, funds to support the Company's
working capital and capital expenditure requirements were generated from
borrowings under the Company's Reducing Revolving Credit and Term Loan
Agreement (the "Credit Agreement") and operating activities.
As of November 30, 1994, the Company had $130.0 million of borrowings
outstanding under the Credit Agreement. The Credit Agreement, as amended,
consists of a $130.0 million revolving credit facility ("Revolver") and a
$30.0 million term loan ("Term Loan"). Proceeds are used to finance
working capital requirements and capital expenditures.
The Revolver provides for revolving credit loans up to the amount of the
commitment until August 31, 1997, at the Company's option. The initial
$130.0 million commitment decreases to $83.6 million as of August 31, 1997
based on quarterly decreases which began in May 1994 as specified in the
Credit Agreement. As of November 30, 1994, the Revolver commitment is
$122.6 million. Under the terms of the Credit Agreement, the Company is
required to pay a facility fee of 3/16 of 1% of the total available
Revolver. The Term Loan (as amended) matures on September 30, 1995 (or
earlier upon certain subsequent offerings by the Company of debt or
equity). The Term Loan can be prepaid without penalty. Interest on both
loans is payable at varying rates provided for in the Credit Agreement.
The Credit Agreement contains certain financial covenants covering the
Company and its subsidiaries on a consolidated basis, including, without
limitation, covenants relating to the consolidated current ratio, tangible
net worth, capitalization, fixed charge coverage, capital expenditures and
payment of dividends by the Company.
During the first quarter of Fiscal 1995, capital expenditures totaled
approximately $1.8 million. The Company anticipates capital expenditure
requirements in the range of $12.0 million to $15.0 million for Fiscal
1995. Capital expenditures will be financed from existing loan agreements,
other financing instruments available to the Company and operating
activities.
-8-
UNITED STATIONERS INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 5 SUBSEQUENT EVENT
United Stationers Inc. announced on January 9, 1995 that it
is involved in preliminary discussions with Wingate Partners
concerning a possible merger between United Stationers Inc.
and Associated Stationers, Inc. Associated Stationers, Inc.
is a privately-held general line office products wholesaler
controlled by Wingate Partners.
For further information, please refer to the following News
Release, Letter of Intent and related amendment to the
Letter of Intent.
-9-
Joel D. Spungin
Chairman of the Board and
Chief Executive Officer, or
Kathleen S. Dvorak
Director, Investor Relations
United Stationers Inc.
(708) 699-5000
FOR IMMEDIATE RELEASE
UNITED STATIONERS INC. ANNOUNCES
PRELIMINARY MERGER DISCUSSIONS
Des Plaines, Ill., Jan. 9, 1995 -- United Stationers Inc. (NASDAQ:
USTR) announced today that it is involved in preliminary discussions with
Wingate Partners concerning a possible merger between United Stationers
Inc. and Associated Stationers, Inc. Associated Stationers, Inc. is a
privately held general line office products wholesaler controlled by
Wingate Partners.
Under the terms of a nonbinding letter of intent executed by the
parties, the current shareholders of United Stationers Inc. would receive
$15.00 per share for 92.5% of their shares and the remaining 7.5% of their
shares would represent (in aggregate) 19% of the common stock of the
combined entity, which will continue to be publicly traded.
The proposed transaction is subject to the satisfaction of various
conditions, including receipt of governmental approvals, the closing of the
transaction financing, completion of due diligence, and the negotiation and
execution of definitive documentation satisfactory to the parties. Wingate
Partners has informed United Stationers Inc. that Associated Stationers,
Inc. has obtained a financing commitment from Chase Manhattan Bank, N.A.
for amounts sufficient to complete the transaction and that Associated
Stationers, Inc. has retained Chase Securities, Inc. as its financial
advisor in connection with the proposed transaction. There can be no
assurances that the contemplated transaction will be completed or that the
terms will not change significantly.
-more-
United Stationers Inc. Announces
Preliminary Merger Discussions
Page two of two
The announcement was made by Joel D. Spungin, chairman and chief
executive officer of United Stationers. "This transaction presents an
excellent opportunity to capitalize on the combined strengths of the two
companies. It will enhance service to our customers and suppliers. We
hope to seek satisfaction of all conditions and complete the transaction
before March 31, 1995. Meanwhile, we will conduct our business as usual,"
said Mr. Spungin.
Mr. Spungin continued, "The combination will bring together two strong
senior management teams. The management of both United Stationers and
Associated Stationers will be instrumental in the success of the combined
companies. Both I and Tom Sturgess, who is currently the chairman and
chief executive officer of Associated Stationers and who will continue as
chairman of the combined entity, will work together to assure the success
of the new venture. We expect that Jeff Hewson, the president of United
Stationers, will serve as chief executive officer of the combined entity,
with Mike Rowsey (Associated Stationers) and Steve Schwarz (United
Stationers) reporting to him. I will continue to be closely involved in the
business."
United Stationers' sales were $1.5 billion and net earnings were $15.7
million for its fiscal year ended August 31, 1994. For the first quarter
of Fiscal 1995, ended Nov. 30, 1994, United Stationers' unaudited sales
were a record $402 million and net earnings were $6.9 million.
United Stationers currently makes more than 25,000 items available
substantially within 24 hours through 30 Regional Distribution Centers and
28 Local Distribution Points. Associated Stationers, Inc. is headquartered
in Itasca, Illinois and has seventeen facilities located throughout the
continental United States.
The common stock of United Stationers is traded on the NASDAQ Stock
Market (SYMBOL: USTR) and is quoted in its national market system
listings.
ASSOCIATED HOLDINGS, INC.
1075 Hawthorn Drive
Itasca, IL 60143
December 21, 1994
United Stationers Inc.
2200 E. Golf Road
DesPlaines, IL 60016
Gentlemen:
The purpose of this letter is to set forth our current
intentions with respect to the proposed acquisition of United
Stationers Inc. ("USI") by Associated Holdings, Inc. ("AHI").
AHI proposes to acquire USI upon the following terms and
conditions:
1. Purchase Price. The purchase price to be paid to the
stockholders of USI would be a total of $258 million in cash plus
approximately $2.8 million (plus the amount of the exercise price
of all options exercised hereafter) in cash to satisfy all
outstanding stock options, with the stockholders retaining common
stock of the surviving entity (the "Surviving Corporation")
representing in the aggregate 19% of the common stock of the
Surviving Corporation outstanding immediately after closing. The
balance of the outstanding common stock of the Surviving
Corporation would be owned by AHI.
2. Form of Transaction. The transaction would be structured
as a merger of AHI's wholly-owned subsidiary, Associated
Stationers, Inc. ("ASI") into USI, with USI being the Surviving
Corporation. ASI would make a tender offer for up to 92.5% of
USI's outstanding common stock at a price of not less than $15 per
share net to the seller in cash, which would be consummated only if
at least 90% of the outstanding common stock of USI were tendered
to ASI. If such tender offer is consummated, the merger would
immediately be effected under the "short-form merger" provisions of
the Delaware General Corporation law. If the tender offer is not
consummated, the merger would be consummated, if approved by the
USI stockholders at a meeting thereof.
It is further contemplated that the Surviving Corporation
would commit that, on a date specified in the Definitive Agreement
(hereafter defined), AHI or an affiliate of AHI would commence a
tender offer for a portion of the shares of the Surviving
Corporation not held by AHI or its affiliates at a price of $15 per
share ($7.5 million total).
The definitive merger agreement for the transaction (the
"Definitive Agreement") would contain terms and provisions which
are mutually agreeable to AHI and USI and their respective counsel
in their sole and absolute discretion. The transaction would
involve many essential and non-essential terms and conditions which
have not yet been agreed upon or, in some cases, discussed by the
parties, such as, for example, the manner of funding the
obligations of USI to employees and appropriate security therefor,
transitional and related matters; and ASI's financing for the
transaction. It is contemplated that the parties would execute the
Definitive Agreement, if at all, promptly upon satisfaction of the
HSR Condition, as defined below. Either party may terminate
negotiations with or without reason by notice to the other at any
time, and neither party shall be obligated to proceed with the
transaction in any form.
3. HSR Condition. The acquisition is subject to the
obtaining of all necessary government and other material third
party approvals and consents, including, but not limited to,
expiration of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act (the "HSR Act"). It is
contemplated that USI and AHI (and/or their ultimate parents, if
required) shall, as promptly as practical, promptly make the
appropriate filings under the HSR Act. Expiration of the
applicable waiting period under the HSR Act is hereinafter called
the "HSR Condition".
4. Expenses. Each party will bear its own fees and expenses
in connection with the proposed transaction; provided, however,
that each party agrees that it shall be responsible for payment of
50% of the fees and expenses of all consultants (other than their
respective attorneys, who shall be paid exclusively by the
retaining party) retained by mutual agreement of the parties in
connection with satisfaction (or efforts to satisfy) the HSR
Condition and accrued prior to the date of termination of
negotiations.
5. Confidentiality. This letter does not supersede any
prior agreements among the parties which are still in effect at the
date hereof, including the Confidentiality agreement dated November
16, 1994, among USI, ASI, and Wingate Partners, L.P. (the
"Confidentiality Agreement") which shall remain in full force and
effect in accordance with its terms. The parties acknowledge that
premature disclosure of the existence of a possible transaction or
any facts relating thereto would have a highly detrimental effect
on their respective businesses. Therefore, without limitation of
anything contained herein, it is understood that in the event of
such disclosure, whether by the parties hereto or otherwise, either
party shall have the right, in addition to any other remedy, to
terminate discussions and negotiations between the parties.
6. Financing Representation. AHI has delivered to you a
commitment letter of The Chase Manhattan Bank, N.A. dated October
27, 1994 in our favor (the "Commitment Letter") which has expired.
AHI confirms to USI that, although the Commitment Letter has
expired according to its terms, AHI has been orally advised by
Chase Manhattan Bank that AHI can obtain a renewal thereof on the
terms stated therein at any time by payment of an additional fee.
7. Nature of Obligations. It is understood that, except for
paragraph 4, this letter merely summarizes the status of the
parties' discussions to date and creates no obligations on, or
rights in favor of, either party regardless of any subsequent
actions or negotiations of the parties. The parties would only be
legally bound by the Definitive Agreement.
If the foregoing is acceptable to USI, please so indicate by
signing and dating this letter in the space provided below and
returning it to the undersigned no later than December 23, 1994.
Very truly yours,
ASSOCIATED HOLDINGS, INC.
By: /s/ Thomas W. Sturgess
Thomas W. Sturgess
Its: Chairman
Accepted as of December __, 1994
UNITED STATIONERS INC.
By: /s/ Joel D. Spungin
Its: Chairman and CEO
ASSOCIATED HOLDINGS, INC.
1075 Hawthorn Drive
Itasca, Illinois 60143
January 6, 1995
UNITED STATIONERS, INC.
2200 East Golf Road
Des Plaines, Illinois 60016
Gentlemen:
Reference is made to that certain letter agreement, dated
December 21, 1994, between Associated Holdings, Inc. ("AHI") and
United Stationers, Inc. ("USI"), a copy of which is attached
hereto (the "Letter of Intent").
1. Amendment to Letter of Intent.
Paragraph 7 of the Letter of Intent is hereby amended and
restated in its entirety to read as follows:
"7. Nature of Obligations. It is understood that, except
for paragraphs 4 and 8, this letter merely summarizes the
status of the parties' discussions to date and creates no
obligations on, or rights in favor of, either party
regardless of any subsequent actions or negotiations of the
parties. Except as provided in the preceding sentence, the
parties would only be legally bound by the Definitive
Agreement."
The Letter of Intent is hereby further amended by adding the
following paragraph:
"8. Inducement Payment. Notwithstanding paragraph 4, if
(a) USI makes any public announcement of the existence of
this letter or the material terms hereof, and (b) by March
31, 1995, USI enters into a transaction (the "Alternative
Transaction") providing for the sale of not less than a
majority of its outstanding shares or the major portion of
its assets with any party other than AHI, ASI or any of
their respective affiliates which Alternative Transaction is
economically superior to the terms set forth in paragraph 1
hereof, then USI shall immediately upon the closing of such
Alternative Transaction pay to AHI, in cash, the sum of all
documented and out-of-pocket costs, fees and other expenses
incurred by AHI or ASI to third parties, and travel and
other out-of-pocket expenses of their respective officers,
directors, employees, agents, and representatives in
connection with the transactions contemplated by this
letter, provided that USI's obligations under this paragraph
8 shall not exceed $1,500,000 in the aggregate. The
provisions of this paragraph will expire and be of no force
and effect if the Definitive Agreement is entered into."
2. Effect on Letter of Intent. All references in the
Letter of Intent to "this letter" and all phrases of like import
shall refer to the Letter of Intent as amended by this letter
agreement. Other than as set forth in Section 1 above, each term
and provision of the Letter of Intent shall remain in full force
and effect after the date hereof.
3. Counterparts. This letter agreement may be executed in
any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and such counterparts
together shall constitute one instrument.
If the foregoing is acceptable to USI, please so indicate by
signing and dating this letter agreement in the space provided
below and returning it to the undersigned no later than January
9, 1995.
Very truly yours,
ASSOCIATED HOLDINGS, INC.
By:
Name:
Title:
Accepted as of
January 6 , 1995.
UNITED STATIONERS, INC.
By: /s/ Joel D. Spungin
Name: Joel D. Spungin
Title: Chairman
UNITED STATIONERS INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION (CONTINUED)
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
Number
2 Not applicable
4 Not applicable
10 Not applicable
11 Not applicable
15 Letter regarding unaudited interim
financial information
18 Not applicable
19 Not applicable
22 Not applicable
23 Consent of Experts and Counsel
27 Not applicable
99 Not applicable
(b) There were no reports on Form 8-K filed during the
quarter ended November 30, 1994.
-17-
UNITED STATIONERS INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities 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: January 10, 1995 Joel D. Spungin
Joel D. Spungin
Chairman of the Board and
Chief Executive Officer
Jeffrey K. Hewson
Jeffrey K. Hewson
President and Chief Operating Officer
Allen B. Kravis
Allen B. Kravis
Senior Vice President and
Chief Financial Officer
Ted S. Rzeszuto
Ted S. Rzeszuto
Vice President and Controller
Report on Form 10-Q for the quarter ended November 30, 1994.
-18-
UNITED STATIONERS INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Number
2 Not applicable
4 Not applicable
10 Not applicable
11 Not applicable
15 Letter regarding unaudited interim
financial information 14
18 Not applicable
19 Not applicable
22 Not applicable
23 Consent of Experts and Counsel 15
24 Not applicable
27 Not applicable
99 Not applicable
-19-
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: January 1995
Joel D. Spungin
Chairman of the Board and
Chief Executive Officer
Jeffrey K. Hewson
President and Chief Operating Officer
Allen B. Kravis
Senior Vice President
and Chief Financial Officer
Ted S. Rzeszuto
Vice President and Controller
Report on Form 10-Q for the quarter ended November 30, 1994.
-18-
Exhibit 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and
Board of Directors of
United Stationers Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
UNITED STATIONERS INC. (a Delaware Corporation) AND SUBSIDIARIES as of
November 30, 1994, and the related condensed consolidated statements of
income and cash flows for the three-months ended November 30, 1994 and
1993. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of United Stationers Inc. and
subsidiaries as of August 31, 1994 (not presented herein), and, in our
report dated October 6, 1994, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of August
31, 1994, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ARTHUR ANDERSEN LLP
Chicago, Illinois
December 28, 1994
-20-
Exhibit 23
To United Stationers Inc.:
We are aware that United Stationers Inc.'s Form 10-Q for the quarter ended
November 30, 1994, which includes our report dated December 28, 1994,
covering the unaudited interim financial information contained therein, is
incorporated by reference into its previously filed Registration Statements
on Form S-8 (File Nos. 2-77628, 33-4729 and 33-32453) and into the
previously filed Registration Statement on Form S-3 (File No. 33-28251) of
United Stationers Inc. Pursuant to Regulation C of the Securities Act of
1933, that report is not considered a part of the Registration Statements
prepared or certified by our firm or a report prepared or certified by our
firm within the meaning of Sections 7 and 11 of the Act.
/s/ARTHUR ANDERSEN LLP
Chicago, Illinois,
January 6, 1995
-21-
Exhibit 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and
Board of Directors of
United Stationers Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
UNITED STATIONERS INC. (a Delaware Corporation) AND SUBSIDIARIES as of
November 30, 1994, and the related condensed consolidated statements of
income and cash flows for the three-months ended November 30, 1994 and
1993. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of United Stationers Inc. and
subsidiaries as of August 31, 1994 (not presented herein), and, in our
report dated October 6, 1994, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of August
31, 1994, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ARTHUR ANDERSEN LLP
Chicago, Illinois
December 28, 1994
-20-
Exhibit 23
To United Stationers Inc.:
We are aware that United Stationers Inc.'s Form 10-Q for the quarter ended
November 30, 1994, which includes our report dated December 28, 1994,
covering the unaudited interim financial information contained therein, is
incorporated by reference into its previously filed Registration Statements
on Form S-8 (File Nos. 2-77628, 33-4729 and 33-32453) and into the
previously filed Registration Statement on Form S-3 (File No. 33-28251) of
United Stationers Inc. Pursuant to Regulation C of the Securities Act of
1933, that report is not considered a part of the Registration Statements
prepared or certified by our firm or a report prepared or certified by our
firm within the meaning of Sections 7 and 11 of the Act.
/s/ARTHUR ANDERSEN LLP
Chicago, Illinois,
January 6, 1995
-21-
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