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Form 10-C
Securities and Exchange Commission
Washington, D.C. 20549
Report by issuer of securities quoted on The Nasdaq Stock Market(SM), filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.
EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER: United Stationers Inc.
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2200 East Golf Road
Des Plaines, Illinois 60016
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 5,857,923
4. Effective date of change March 30, 1995
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withdrawn) remained outstanding and unaffected by the Merger, and each share of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 3.446286 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 3.446286 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.
(SM) June 1994. The Nasdaq Stock Market, Inc. All rights reserved. Nasdaq is a
registered service mark of The Nasdaq Stock Market, Inc. The Nasdaq Stock Market
is a service mark of The Nasdaq Stock Market, Inc.
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II. Change in Name of Issuer Not Applicable
1. Name prior to change
2. Name after change
3. Effective date of charter amendment changing name
4. Date of shareholder approval of change, if required
UNITED STATIONERS INC.
Date: April 10, 1995 By: /s/ Thomas W. Sturgess
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Thomas W. Sturgess
Chairman of the Board
