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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1997
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5112 36-3141189
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
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2200 EAST GOLF ROAD OTIS H. HALLEEN
DES PLAINES, ILLINOIS 60016-1267 VICE PRESIDENT, SECRETARY AND GENERAL
(847) 699-5000 COUNSEL
(address, including zip code, and 2200 EAST GOLF ROAD
telephone number, including area code, DES PLAINES, ILLINOIS 60016-1267
of registrant's principal executive (847) 699-5000
offices) FAX: (847) 699-3193
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
COPIES TO:
MARY R. KORBY MICHAEL M. BOONE
WEIL, GOTSHAL & MANGES LLP HAYNES AND BOONE, LLP
100 CRESCENT COURT, SUITE 1300 901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75201-6950 DALLAS, TEXAS 75202
(214) 746-7700 (214) 651-5000
FAX: (214) 746-7777 FAX: (214) 651-5940
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-34937
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE
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Common Stock, par value $0.10 per share................. 800,000(1) $38.00 $30,400,000
Warrants to purchase Common Stock(2).................... 3,375 -- --
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TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
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Common Stock, par value $0.10 per share................. $9,212.12
Warrants to purchase Common Stock(2).................... --
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(1) Includes the shares to be issued upon exercise of the Warrants.
(2) Warrants are to be sold by certain Selling Stockholders to the Underwriters
and exercised in connection with this Offering. No additional consideration
will be paid in respect of the sale of such Warrants.
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EXPLANATORY NOTE
This Registraiton Statement on Form S-2 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-2 (File No. 333-34937), filed by United
Stationers Inc., a Delaware corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") on September 4, 1997, as amended by
Amendment No. 1 to Registration Statement on Form S-2 filed by the Company with
the Commission on October 3, 1997, which was declared effective by the
Commission on October 6, 1997 (as amended, the "Registration Statement"), are
incorporated herein by reference.
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ITEM 16
(a) Exhibits
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EXHIBIT
NO. DESCRIPTION
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1.1 -- Form of Underwriting Agreement(1)
5.1 -- Opinion of Weil, Gotshal & Manges LLP(2)
15.1 -- Letter regarding unaudited interim financial information(2)
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5.1 to the
Registration Statement(2)
23.2 -- Consent of Ernst & Young LLP, independent auditors(2)
23.3 -- Consent of Arthur Andersen LLP, independent certified public accountants(2)
24.1 -- Powers of Attorney (included on signature page)(1)
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(1) Incorporated by reference to the Company's Registration Statement on Form
S-2, as amended (Registration No. 333-34937).
(2) Filed herewith.
2
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Des Plaines, State of Illinois, on October 6, 1997.
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<S> <C> <C>
UNITED STATIONERS INC.
By: /s/ DANIEL H. BUSHELL
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Daniel H. Bushell
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
AND ASSISTANT SECRETARY
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Pursuant to the requirements of the Securities Act of 1933, Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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SIGNATURE TITLE DATE
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<C> <S> <C>
FREDERICK B. HEGI, JR.*
- - - ------------------------------ Chairman of the Board October 6, 1997
Frederick B. Hegi, Jr.
President and Chief
RANDALL W. LARRIMORE* Executive Officer of the
- - - ------------------------------ Company (principal October 6, 1997
Randall W. Larrimore executive officer of the
Company)
Executive Vice President
/s/ DANIEL H. BUSHELL Chief Financial Officer
- - - ------------------------------ and Assistant Secretary October 6, 1997
Daniel H. Bushell (principal financial and
accounting officer)
DANIEL J. GOOD*
- - - ------------------------------ Director October 6, 1997
Daniel J. Good
JAMES A. JOHNSON*
- - - ------------------------------ Director October 6, 1997
James A. Johnson
GARY G. MILLER*
- - - ------------------------------ Director October 6, 1997
Gary G. Miller
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II-11
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
MICHAEL D. ROWSEY*
- - - ------------------------------ Director October 6, 1997
Michael D. Rowsey
JOEL D. SPUNGIN*
- - - ------------------------------ Director October 6, 1997
Joel D. Spungin
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Daniel H. Bushell, by signing his name hereto, does sign and execute this
Registration Statement on behalf of each of the above-named officers and
directors of the Registrant on this 6th day of October, 1997, pursuant to powers
of attorney executed by each of such officers and directors and previously filed
with the Securities and Exchange Commission.
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*By: /s/ DANIEL H. BUSHELL
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Daniel H. Bushell
ATTORNEY-IN-FACT
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II-12
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[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
October 6, 1997
United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016
Ladies and Gentlemen:
We have acted as counsel to United Stationers Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
S-2 (the "Registration Statement") filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, relating to the proposed offering of up to
800,000 shares of the common stock, $0.10 par value (the "Common Stock"), of the
Company (the "Offering") which will be sold by certain existing stockholders
(the "Selling Stockholders") of the Company (the "Secondary Shares"). Of the
Secondary Shares that may be sold by the Selling Stockholders, 491,047 shares
are issued and outstanding as of the date hereof (the "Outstanding Shares"), and
3,375 shares will be issued by the Company upon the exercise of certain warrants
to purchase Common Stock ("Warrants") in connection with the Offering (the
"Warrant Shares"), and 305,578 shares will be issued by the Company upon the
conversion of certain shares of nonvoting common stock, $0.01 par value, of the
Company (the "Nonvoting Common Stock") in connection with the Offering (the
"Nonvoting Shares").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Restated Certificate of Incorporation of
the Company, as amended (the "Charter"), and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Company is a corporation validly existing and in good standing under
the laws of the State of Delaware.
2. The Outstanding Shares are validly issued, fully paid and nonassessable
and have not been issued in violation of any preemptive rights pursuant to law
or in the Company's Charter.
3. The Warrant Shares, when issued by the Company upon the exercise of the
Warrants and receipt by the Company of the exercise price therefor in accordance
with their respective terms, will be validly issued, fully paid and
nonassessable and free of preemptive rights pursuant to law or in the Company's
Charter.
4. The Nonvoting Shares, when issued by the Company upon conversion of the
outstanding shares of Nonvoting Common Stock in accordance with the terms of the
Company's Charter will be validly issued, fully paid and nonassessable and free
of preemptive rights pursuant to law or in the Company's Charter.
The opinions expressed herein are limited to the corporate laws of the State
of Delaware and we express no opinion as to the effect on the matters covered by
this letter of the laws of any other jurisdiction.
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We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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EXHIBIT 15.1
October 6, 1997
The Board of Directors
United Stationers Inc.
We are aware of the incorporation by reference in the Registration Statement
on Form S-2 of United Stationers Inc. for the registration of 800,000 additional
shares of its common stock of our reports dated April 17, 1997 and July 25, 1997
relating to the unaudited condensed consolidated interim financial statements of
United Stationers Inc. that are included in its Forms 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
/s/ Ernst & Young LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Experts" and
"Selected Consolidated Financial Data" in Amendment No.1 to the Registration
Statement (Form S-2 No. 333-34937) of United Stationers Inc. filed October 3,
1997, which is incorporated by reference into the Registration Statement on Form
S-2 and the related Prospectus of United Stationers Inc. filed October 6, 1997
for the registration of 800,000 additional shares of its common stock.
We also consent to the incorporation by reference therein of our reports
dated January 28, 1997, with respect to the consolidated financial statements
and schedule of the Company as of and for each of the years ended December 31,
1995 and 1996, and dated June 27, 1995, with respect to the consolidated
financial statements and schedule of United Stationers Inc. (prior to its merger
with Associated Holdings, Inc.) for the seven months ended March 30, 1995, which
are included and incorporated by reference in the Registration Statement (Form
S-2 No. 333-34937) of United Stationers Inc.
/s/ Ernst & Young LLP
Chicago, Illinois
October 6, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this
registration statement of a) our report dated October 6, 1994 with respect to
the consolidated financial statements and schedule of United Stationers Inc. for
the year ended August 31, 1994 and b) our report dated January 23, 1995 with
respect to the consolidated financial statements and schedule of Associated
Holdings, Inc. for the year ended December 31, 1994, and to the reference to our
Firm under the caption "Experts" in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
October 6, 1997
