<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
(AMENDMENT NO. 4)
----------------
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 4)
----------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- ------------------------------------------------------------------------------
<S> <C>
$266,628,505 $53,426
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
* 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 11 Pages
Exhibit Index is located on Page 6
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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. 4, 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"), the Supplement No. 1 to the
Offer to Purchase dated March 9, 1995 (the "Supplement"), and in the related
Letter of Transmittal (which, together with the Offer to Purchase, the
Supplement and any amendments or supplements thereto, collectively constitute
the "Offer"), filed as Exhibits (a)(1), (a)(12) 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 1. SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is United Stationers Inc., a Delaware
corporation. The address of the Company's principal executive offices is 2200
East Golf Road, Des Plaines, Illinois 60016-1267.
(b) The information set forth on the cover page and under "Introduction" in
the Offer to Purchase, as amended by the Supplement, is incorporated herein by
reference.
(c) The information set forth under "Price Range of the Shares and Dividends"
in the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d), (g) This Statement is filed by Associated. The information set forth
on the cover page of the Offer to Purchase and under "Introduction" and
"Certain Information Concerning Associated -- Management" in the Offer to
Purchase, as amended by the Supplement, is incorporated herein by reference.
(e)-(f) During the last five years, neither Associated nor, to its knowledge,
any of the persons listed under "Certain Information Concerning Associated --
Management" in the Offer to Purchase, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) None.
(b) The information set forth under "Introduction," "Certain Information
Concerning Associated -- Management," "Background of the Offer" and "The Merger"
in the Offer to Purchase, as amended by the Supplement, is incorporated herein
by reference.
ITEM 4. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(b) The information set forth under "Introduction" and "Source and Amount
of Funds" in the Offer to Purchase, as amended by the Supplement, is
incorporated herein by reference.
(c) Not applicable.
2
<PAGE>
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS
(a)-(e) The information set forth under "Introduction," "Certain Information
Concerning Associated-- Management," "Operations After the Offer and the
Merger," "Background of the Offer" and "The Merger" in the Offer to Purchase,
as amended by the Supplement, is incorporated herein by reference.
(f)-(g) The information set forth under "Effect of the Offer on the Market
for the Shares, NASDAQ Listing, Exchange Act Registration and Margin
Securities" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information set forth under "Introduction" and "The Merger" in the
Offer to Purchase, as amended by the Supplement, is incorporated herein by
reference.
(b) The information set forth under "Introduction," "Certain Information
Concerning Associated --Management," "Background of the Offer" and "The Merger"
in the Offer to Purchase, as amended by the Supplement, is incorporated herein
by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
The information set forth under "Introduction," "Certain Information
Concerning Associated -- Management," "Background of the Offer" and "The
Merger" in the Offer to Purchase, as amended by the Supplement, is incorporated
herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth under "Introduction," "Source and Amount of Funds,"
"The Merger" and "Fees and Expenses" in the Offer to Purchase, as amended by
the Supplement, is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth under "Consolidated Financial Statements" and
"Certain Information Concerning Associated -- Selected Financial Information"
in the Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
(a) The information set forth under "Certain Information Concerning
Associated -- Management," "-- Certain Transactions" and "Operations After the
Offer and the Merger" in the Offer to Purchase is incorporated herein by
reference.
(b)-(e) The information set forth under "The Merger" and "Certain Legal
Matters" in the Offer to Purchase, as amended by the Supplement, is
incorporated herein by reference.
(f) The information set forth in the Offer to Purchase, the Supplement and
the Letter of Transmittal, filed as Exhibits (a)(1), (a)(12) and (a)(2),
respectively, is incorporated herein by reference.
3
<PAGE>
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.
*(a)(12) Supplement No. 1 to Offer to Purchase, dated March 9, 1995.
(b) Commitment Letter, dated February 13, 1995, from The Chase Manhattan
Bank (National Association) to Associated and Associated Stationers,
Inc. ("ASI"), a Delaware corporation and wholly owned subsidiary of
Associated.
*(a)(13) Text of Press Release, dated March 9, 1995.
(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, L.P. ("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.
- --------
*Filed herewith
4
<PAGE>
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 9, 1995
ASSOCIATED HOLDINGS, INC.
By: /s/ Thomas W. Sturgess
---------------------------------------
Thomas W. Sturgess,
Chairman of the Board and Chief
Executive Officer
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO.
------- ----
<C> <S> <C>
(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.
*(a)(12) Supplement No. 1 to Offer to Purchase, dated March 9, 1995.
(b) Commitment Letter, dated February 13, 1995, from The Chase Manhattan
Bank (National Association) to Associated and Associated Stationers,
Inc. ("ASI"), a Delaware corporation and wholly owned subsidiary of
Associated.
*(a)(13) Text of Press Release, dated March 9, 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, L.P. ("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.
</TABLE>
- --------
*Filed herewith
<PAGE>
EXHIBIT 99(A)(12)
SUPPLEMENT NO. 1 TO OFFER TO PURCHASE FOR CASH
UP TO 17,201,839 SHARES OF COMMON STOCK
OF
UNITED STATIONERS INC.
AT
$15.50 NET PER SHARE
BY
ASSOCIATED HOLDINGS, INC.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, MARCH 21, 1995, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES WHICH WOULD CONSTITUTE, WHEN ADDED TO THE SHARES THEN
BENEFICIALLY OWNED BY ASSOCIATED HOLDINGS, INC. ("ASSOCIATED"), AT LEAST A
MAJORITY OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS (OR, IF A LESSER
NUMBER, AT THE OPTION OF ASSOCIATED, ON AN ISSUED AND OUTSTANDING BASIS). THE
OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE. SEE "GENERAL TERMS OF THE OFFER" AND "CERTAIN CONDITIONS OF THE
OFFER" IN THE OFFER TO PURCHASE.
---------------
THE BOARD OF DIRECTORS OF UNITED STATIONERS INC. (THE "COMPANY") HAS
DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE OFFER AND THE MERGER (AS DEFINED IN THE OFFER TO
PURCHASE), TAKEN AS A WHOLE, ARE FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER, THE TENDER AGREEMENT
(AS DEFINED IN THE OFFER TO PURCHASE) AND THE MERGER, AND RECOMMENDS THAT THE
STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER, TENDER THEIR SHARES THEREUNDER
TO ASSOCIATED AND, IF REQUIRED BY APPLICABLE LAW, APPROVE AND ADOPT THE MERGER
AND THE MERGER AGREEMENT.
---------------
ASSOCIATED HAS ENTERED INTO AN AGREEMENT TO TENDER WITH THE SELLER
STOCKHOLDERS (AS DEFINED IN THE OFFER TO PURCHASE) PURSUANT TO WHICH, AMONG
OTHER THINGS, SUCH SELLER STOCKHOLDERS HAVE AGREED TO TENDER, IN THE OFFER,
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE TENDER
AGREEMENT, 5,025,688 SHARES (REPRESENTING APPROXIMATELY 25.3% OF THE SHARES ON
A FULLY DILUTED BASIS AND 27.0% OF THE SHARES OUTSTANDING AS OF FEBRUARY 10,
1995) AT THE OFFER PRICE.
---------------
IMPORTANT
STOCKHOLDERS WHO HAVE PREVIOUSLY TENDERED SHARES AND NOT VALIDLY WITHDRAWN
THE TENDERED SHARES AND WHO WISH TO HAVE SUCH TENDERED SHARES PURCHASED
PURSUANT TO THE OFFER NEED NOT TAKE ANY FURTHER ACTION WITH RESPECT TO THE
OFFER, EXCEPT FOR COMPLYING WITH THE PROCEDURE FOR GUARANTEED DELIVERY IF THAT
PROCEDURE IS BEING USED BY THE STOCKHOLDER.
ANY STOCKHOLDER DESIRING TO TENDER ALL OR A PORTION OF SUCH STOCKHOLDER'S
SHARES SHOULD EITHER (1) COMPLETE AND SIGN THE LETTER OF TRANSMITTAL (OR A
MANUALLY SIGNED FACSIMILE THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE
LETTER OF TRANSMITTAL, MAIL OR DELIVER IT AND ANY OTHER REQUIRED DOCUMENTS TO
THE DEPOSITARY AND EITHER DELIVER THE CERTIFICATES FOR SUCH SHARES TO THE
DEPOSITARY ALONG WITH THE LETTER OF TRANSMITTAL OR TENDER SUCH SHARES PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER SET FORTH UNDER "PROCEDURE FOR
TENDERING SHARES" IN THE OFFER TO PURCHASE OR (2) REQUEST ITS BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE TRANSACTION FOR
IT. ANY STOCKHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR THEIR NOMINEE MUST CONTACT SUCH
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF SUCH
STOCKHOLDER DESIRES TO TENDER SUCH SHARES.
Any stockholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available or who cannot comply
with the procedure for book-entry transfer on a timely basis should tender
such Shares by following the procedures for guaranteed delivery set forth
under "Procedure for Tendering Shares -- Guaranteed Delivery" in the Offer to
Purchase.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers as set forth on the back cover of the Offer to Purchase. Requests for
additional copies of this Supplement, the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be directed to the Information Agent or to brokers, dealers, commercial banks
and trust companies.
---------------
The Dealer Manager for the Offer is:
CHASE SECURITIES, INC.
March 9, 1995
<PAGE>
To the Holders of Common Stock of
United Stationers Inc.
INTRODUCTION
The following information amends and supplements the Offer to Purchase dated
February 21, 1995 (the "Offer to Purchase") of Associated Holdings, Inc., a
Delaware corporation (the "Purchaser"), pursuant to which the Purchaser has
offered to purchase up to 17,201,839 shares of common stock, $0.10 par value
(the "Shares"), of United Stationers Inc., a Delaware corporation (the
"Company"), upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal (which, together with this
Supplement and the Offer to Purchase, collectively constitute the "Offer").
THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
Except as otherwise set forth in this Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and this Supplement should be read in conjunction with the Offer
to Purchase. Unless the context otherwise requires, terms not defined herein
have the meanings ascribed to them in the Offer to Purchase.
AMENDED INFORMATION
1. The second paragraph of the information contained in the Offer to Purchase
under the caption "Introduction" is amended and restated in its entirety as
follows:
The Offer is being made pursuant to an Agreement and Plan of Merger
dated as of February 13, 1995 (the "Merger Agreement") between
Associated and the Company. The Merger Agreement provides, among other
things, for the commencement of the Offer by Associated and further
provides that, subject to the satisfaction or waiver of certain
conditions, Associated will be merged with and into the Company (the
"Merger"), with the Company surviving the Merger (as such, the
"Surviving Corporation"), and Associated Stationers, Inc. ("ASI"), a
Delaware corporation and wholly owned subsidiary of Associated,
immediately following the Merger will be merged with and into United
Stationers Supply Co. ("USSC"), an Illinois corporation and wholly
owned subsidiary of the Company (the "Subsidiary Merger" and,
collectively with the Merger, the "Mergers"), with USSC surviving the
Subsidiary Merger (as such, the "Surviving Subsidiary"). After giving
effect to the Mergers, the pre-Merger holders of class A common stock,
$0.01 par value, of Associated ("Associated Common Stock"), and options
and warrants exercisable for Associated Common Stock will own or have
the right to acquire an aggregate of 80.0% of the common stock of the
Surviving Corporation on a fully diluted basis, the pre-Merger holders
of Shares who did not tender or, by virtue of the total number of
Shares tendered, have a remaining residual equity position (excluding
Associated and its affiliates, the Company and any subsidiaries of the
Company), will own an aggregate of 20.0% of the outstanding common
stock of the Surviving Corporation on a fully diluted basis and the
Surviving Corporation will own all of the outstanding common stock of
the Surviving Subsidiary. As part of the Merger, pre-Merger holders of
Shares (excluding Associated and its affiliates, the Company, any
subsidiaries of the Company and any holders of Shares with respect to
which appraisal rights pursuant to Section 262 of the Delaware Code (as
hereinafter defined) are validly exercised and perfected in respect of
the Merger and not withdrawn ("Dissenting Shares")) will also receive
their pro rata portion of an aggregate amount of cash equal to the
difference between $266,628,495 (the aggregate amount of cash that
would be paid to holders of Shares if the Maximum Number of Shares were
validly tendered and not withdrawn in the Offer) and the actual amount
of cash paid by Associated to purchase Shares
2
<PAGE>
in the Offer. Thus, assuming that all options and other rights
exercisable for Shares are terminated prior to the Expiration Date (as
hereinafter defined), if only the Minimum Number of Shares (as
hereinafter defined) is purchased by Associated in the Offer, an
aggregate of $122,504,969 will be paid for the Cash Portion (as
hereinafter defined) of Shares in the Merger, and if the Maximum Number
of Shares are purchased by Associated in the Offer, no cash will be
paid in the Merger. The Merger will become effective (the "Effective
Time") upon the filing of a certificate of merger effecting the Merger
with the Secretary of State of the State of Delaware, and the
Subsidiary Merger will become effective upon the filing of a
certificate of merger effecting the Subsidiary Merger with the
Secretary of State of the State of Delaware and articles of merger
effecting the Subsidiary Merger with the Secretary of State of the
State of Illinois and the issuance of an Illinois Certificate of Merger
(the date on which the Mergers occur is referred to herein as the
"Merger Date"). For a detailed description of the Merger and the merger
consideration to be paid in respect of each Share pursuant thereto, see
"The Merger" and " -- The Merger Agreement -- Effect of Mergers."
2. The first sentence of the information contained in the Offer to Purchase
under the caption "Acceptance for Payment and Payment for Shares" is amended
and restated in its entirety as follows:
Upon the terms and subject to the conditions of the Offer (including
the Minimum Tender Condition and, if the Offer is extended or amended,
the terms and conditions of any such extension or amendment),
Associated will, as soon as practicable after the Expiration Date,
accept for payment (and thereby purchase) and, under the terms of the
Offer, pay for up to the Maximum Number of Shares validly tendered and
not properly withdrawn on or prior to the Expiration Date.
3. The first paragraph of the information contained in the Offer to Purchase
under the caption "Certain Information Concerning the Company -- Certain
Company Projections" is amended and restated in its entirety as follows:
The Company does not as a matter of course make public any
projections as to its future performance or earnings. However, during
the course of discussions initiated in November 1994 between Associated
and the Company leading to the Merger Agreement, the Company provided
Associated with certain non-public business and financial information
about the Company. See "Background of the Offer." The financial
information provided to Associated included certain projected financial
information with respect to the Company's fiscal year ending August 31,
1995 (the "Projections") showing potential results of operations for
such fiscal year based in part on the achievement of the strategic
goals, objectives and targets outlined therein. Such Projections
forecasted Net Sales of $1,556.5 million, Total Gross Margin of $327.5
million, Total Operating Expenses of $278.5 million, Operating Results
of $49.0 million and Net Income of $21.8 million. Revised Projections
for the fiscal year ending August 31, 1995 were subsequently provided
by the Company to Associated in January 1995 containing two sets of
estimates. See "Background of the Offer." The lower of such revised
Projections forecast Net Sales of $1.599.0 million, Total Gross Margin
of $338.7 million, Total Operating Expenses of $284.8 million,
Operating Income of $53.9 million and Net Income of $24.9 million for
such year. The higher of such revised Projections (which assume a 10%
increase over the prior year in sales growth during the third and
fourth fiscal quarters of such year) forecast Net Sales of $1,640.5
million, Total Gross Margin of $346.6 million, Total Operating Expenses
of $290.9 million, Operating Income of $55.8 million and Net Income of
$26.0 million for such year. The items herein correspond directly to
the information provided in the Projections provided to Associated. THE
PROJECTIONS WERE PREPARED BASED UPON NUMEROUS ASSUMPTIONS WITH RESPECT TO
INDUSTRY PERFORMANCE, GENERAL BUSINESS AND ECONOMIC CONDITIONS AND OTHER
MATTERS, WHICH ARE INHERENTLY UNCERTAIN AND INVOLVE NUMEROUS FACTORS BEYOND
THE COMPANY'S CONTROL. ACCORDINGLY, THE FOREGOING PROJECTIONS ARE NOT
NECESSARILY INDICATIVE OF FUTURE PERFORMANCE OF THE COMPANY, WHICH MAY BE
SIGNIFICANTLY MORE FAVORABLE OR LESS FAVORABLE THAN AS SET FORTH ABOVE. The
3
<PAGE>
Company has indicated that the assumptions underlying the Projections
include (a) continued slow growth in the white collar workforce, (b)
continued decrease in number of customers and an increase in business
done with major customers due to the consolidation of such customers,
(c) maintenance of 92% service levels, (d) continued sales growth in
private label products, computer hardware and supplies and furniture
sales, (e) no sales growth in traditional branded product sales, (f) no
significant changes in 1995 marketing programs, (g) significant
improvement in productivity and quality, (h) no operating anomalies,
(i) full implementation of current customer-oriented re-engineering
projects and achievement of anticipated savings therefrom, (j) total
compensation increase at a 2.5% annual rate, with no increase for
higher levels of management, (k) no new facilities in fiscal 1995, (l)
increase of 1.5% in prime rate from the 1994 average, (m) a significant
reduction in net freight-out expense due to implementation of
identified freight-out action plans and (n) the conversion of two
facilities to a new warehouse management system during the last half of
fiscal 1995, without the realization of benefits from such conversion
during such fiscal year. Neither the Company nor Associated undertakes
to update or revise the Projections.
4. The first paragraph of the information contained in the Offer to Purchase
under the caption "The Merger -- The Merger Agreement -- Effect of Mergers" is
amended and restated in its entirety as follows:
As a result of the Merger, Associated will be merged with and into
the Company, with the Company surviving the Merger as the Surviving
Corporation, and as a result of the Subsidiary Merger, immediately
thereafter ASI will be merged with and into USSC, with USSC surviving
the Subsidiary Merger as the Surviving Subsidiary. After giving effect
to the Merger, the pre-Merger holders of Associated Common Stock and
warrants and options exercisable therefor and for Associated Nonvoting
Common Stock will own an aggregate of 80.0% of the common stock of the
Surviving Corporation on a fully diluted basis and the pre-Merger
holders of Shares (excluding Associated, the Company and any
subsidiaries of the Company) will own an aggregate of 20.0% of the
common stock of the Surviving Corporation on a fully diluted basis. The
Merger will become effective upon the filing of a certificate of merger
effecting the Merger with the Secretary of State of the State of
Delaware and the Subsidiary Merger will become effective upon the
filing of a certificate of merger effecting the Subsidiary Merger with
the Secretary of State of the State of Delaware and articles of merger
with the Secretary of State of Illinois and the issuance of an Illinois
Certificate of Merger.
5. The information contained in the Offer to Purchase under the caption "The
Merger -- The Merger Agreement -- Effect of Mergers" is amended by adding the
following paragraph to the end of such section:
The following table illustrates generally the effects of the
consummation of the Merger on the Shares not purchased in the Offer,
assuming a range of Shares tendered from 9,298,292 Shares to 17,201,839
Shares. The following assumes that there are 18,596,582 Shares
outstanding immediately prior to the Effective Time. Following the
Merger and as a result of the application of the Merger formula, a
total of 1,394,744 shares of the Surviving Corporation will remain
outstanding and represent in the aggregate 20.0% of the outstanding
common stock (on a fully diluted basis) of the Surviving Corporation.
Reference is made to, and the following table is qualified by, the
detailed description set forth above of the Merger formula required by
the Merger Agreement.
<TABLE>
<CAPTION>
AGGREGATE
CASH PAID PER SHARE
SHARES TENDERED SHARES PURCHASED IN THE CASH PAID
IN THE OFFER IN THE MERGER MERGER IN THE MERGER
--------------- ---------------- --------- -------------
<S> <C> <C> <C>
17,201,839 (or more) 0 $0 $0.00
14,877,266 2,324,573 $36,030,882 $15.50
13,017,607 4,184,232 $64,855,596 $15.50
11,157,949 6,043,890 $93,680,295 $15.50
9,298,292 7,903,547 $122,504,979 $15.50
</TABLE>
4
<PAGE>
EXHIBIT 99(a)(13)
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
------------------------------------
ITASCA, ILL. -- March 9, 1995 -- Associated Holdings, Inc. today announced that,
as of the close of business on March 8, 1995, United Stationers Inc.
stockholders had tendered 1,602,000 shares of United Stationers common stock to
Associated, which represent 8.61 percent of United Stationers common stock
outstanding as of February 10, 1995 (8.07 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.
