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United States
Securities and Exchange Commission
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(D) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 1996
Commission file numbers: United Stationers Inc.: 0-10653
United Stationers Supply Co.: 33-59811
UNITED STATIONERS INC.
UNITED STATIONERS SUPPLY CO.
(Exact name of Registrant as specified in its charter)
United Stationers Inc.: Delaware 36-3141189
United Stationers Supply Co.: Illinois 36-2431718
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2200 East Golf Road
Des Plaines, Illinois 60016-1267
(847) 699-5000
(Address, including zip code and telephone number, including
area code, of registrant's executive offices)
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United Stationers Inc. and United Stationers Supply Co.
Item 5. Other Events.
In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, United
Stationers Inc. and its wholly owned subsidiary, United
Stationers Supply Co. (collectively the "Company") are
hereby filing cautionary statements identifying important
factors that may cause the actual results of the Company to
differ materially from those projected in any forward looking
statements of the Company made by, or on behalf of the
Company.
Item 7. Financial Statements and Exhibits.
Exhibit Number 99.
Cautionary Statement Regarding the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995.
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.
United Stationers Supply Co.
Dated: October 21, 1996 By: /s/ Daniel H. Bushell
Daniel H. Bushell
Executive Vice President and
Chief Financial Officer
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Exhibit 99
Cautionary Statement Regarding the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995.
References herein to the "Company" include United Stationers
Inc. and its wholly owned subsidiary United Stationers
Supply Co., the principal operating subsidiary of the
Company.
The Company wishes to apply the new "safe harbor"
provisions of the Private Securities Litigation Reform Act
of 1995 and is filing this 8-K in order to do so. Many of
the factors below have been discussed in prior SEC filings
by the Company and, had the Act become effective earlier,
would have been discussed in Form 10-Q and /or Form 10-K
instead of this Form 8-K.
The Company would like to express caution to readers that
the following factors, among others, in certain cases have
caused, and may cause in the future, the Company's actual
results to differ materially from those expressed in forward
looking statements made by, or on the behalf of the Company:
- - Competition
The Company competes with office products manufacturers and
with other national, regional and specialty wholesalers of
office products, office furniture, janitorial or sanitation
products, computer products and related items. Some of such
competitors are larger than the Company and have greater
financial and other resources available to them than does the
Company, and there can be no assurance that the Company can
continue to compete successfully with such competitors.
Increased competition in the office products industry, together
with increased advertising, has heightened price awareness
among end-users. As a result, purchasers of commodity office
products have become extremely price sensitive, and therefore
the Company has increased its efforts to market to resellers
the continuing advantages of its competitive strengths (as
compared to those of manufacturers and other wholesalers),
such as marketing and catalog programs, speed of delivery,
and the ability to offer resellers on a "one-stop" basis a
broad line of business products from multiple manufacturers
with lower minimum order quantities. In addition, such
heightened price awareness has led to margin pressure on
commodity office products. The continuation of this trend
could adversely affect the Company's profit margins.
- - Consolidation
Consolidation is a current trend throughout all levels of
the office products industry. Consolidation of commercial
dealers and contract stationers has resulted in (i) an
increased ability of those resellers to buy goods directly
from manufacturers on their own or through their
participation in buying groups and (ii) fewer independent
resellers to purchase from wholesalers. In addition, over
the last decade, office products superstores (which largely
buy directly from manufacturers) have entered virtually
every major metropolitan market. Continuing consolidation
could adversely affect the Company's financial results.
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- - Changing End-User Demands
The Company's sales and profitability are largely dependent
on its ability to continually enhance its product offerings
to meet changing end-user demands. End-users' traditional
demands for office products have changed over the last
several years as a result of, among other things, the
widespread use of computers and other technological advances
(resulting in the elimination or reduction in use of
traditional office supplies), efforts by various businesses
to establish "paperless" work environments, increased
recycling efforts and a trend toward non-traditional offices
(such as home-offices). The Company's ability to
continually monitor and react to such trends and changes in
end-user demands will be necessary to avoid adverse effects
on its sales and profitability. In addition, the Company's
financial results could be adversely affected if and to the
extent that end-user demand for a broad product selection or
the need for overnight delivery were to substantially
diminish or end-user demand for a higher proportion of low
margin products were to substantially increase.
- - Impact of Changing Manufacturers' Prices
The Company maintains substantial inventories to accommodate
the prompt service and delivery requirements of its
customers. Accordingly, the Company purchases its products
on a regular basis in an effort to maintain its inventory at
levels that it believes to be sufficient to satisfy the
anticipated needs of its customers based upon historic
buying practices and market conditions. Although the
Company has historically been able to pass through
manufacturer price increases to its customers on a timely
basis, competitive conditions will influence how much of
future price increases can be passed on to the Company's
customers. Conversely, when manufacturers' prices decline,
lower sales prices could result in lower margins as the
Company sells existing inventory. Changes in the prices
paid by the Company for its products therefore could
adversely affect the Company's net sales, gross margins and
net income.
- - Effect of Changes in the Economy
Demand for office products is affected by, among other
things, white collar employment levels. Changes in the
economy resulting in decreased white collar employment
levels may therefore adversely affect the Company's
operations and profitability. In addition, pricing and, to
an extent, profitability of the Company's product offerings,
generally decrease under deflationary economic conditions.
Deflationary swings in the economy may therefore adversely
affect the Company's profitability.
- - Service Interruptions
Substantially all of the Company's shipping, warehouse and
maintenance employees at certain of the Company's facilities
are covered by various collective bargaining agreements,
which expire at various times. Although the Company
considers its relationship with its employees to be
satisfactory, a prolonged labor dispute could have a
material adverse effect on the Company's business (including
its ability to deliver its products readily) as well as the
Company's results of operations and financial condition.
Although the Company has been able to maintain its service
levels during peak work stoppages by distributing to its
customers from unaffected distribution centers,
profitability has been reduced during such periods as a
result of higher distribution costs. The Company's ability
to receive and deliver products is largely dependent on the
availability of trucks utilized by manufacturers and the
Company. Therefore, the occurrence of a national trucking
strike could also impair the Company's operations. The
Company's service levels would also be affected in the event
of an interruption in operation of its computers or
telecommunications network on a company-wide scale for an
extended period of time, although the Company has developed
contingency plans to limit its exposure.
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- - Substantial Leverage
The degree to which the Company is leveraged could have
important consequences, including the following: (i) the
Company's ability to obtain additional financing in the
future for working capital, capital expenditures, potential
acquisition opportunities, general corporate purposes or
other purposes may be impaired; (ii) a substantial portion
of the Company's cash flow from operations must be dedicated
to the payment of principal and interest on its
indebtedness; (iii) the Company may be more vulnerable to
economic downturns, may be limited in its ability to
withstand competitive pressures and may have reduced
flexibility in responding to changing business and economic
conditions; and (iv) fluctuations in market interest rates
will affect the cost of the Company's borrowings to the
extent not covered by interest rate hedge agreements because
interest under certain debt is payable at variable rates.
Because of the preceding factors, as well as other factors
not mentioned, there can be no assurance that the Company's
past performance will be a reliable indicator of future
performance.
