<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/)
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UNITED STATIONERS INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
UNITED STATIONERS INC.
2200 East Golf Road [LOGO]
Des Plaines, Illinois 60016-1267
- ----------------------------
Dear Stockholder:
On behalf of United Stationers Inc. (the "Company"), I cordially invite you to
attend a Special Meeting of Stockholders to be held on Thursday, November 5,
1998 at 10:00 A.M. Central Time, at the Company's offices located at 2200 East
Golf Road, Des Plaines, Illinois.
The record date for determining Stockholders who are eligible to vote at the
Special Meeting of Stockholders has been established by the Board of Directors
at the close of business on September 14, 1998. The only matter to be considered
by Stockholders at the Special Meeting is an Amendment to the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common and Preferred Stock. The Board of Directors of the Company has determined
that the approval of this Amendment is in the best interests of the Company and
its Stockholders and has unanimously recommended a vote "FOR" the Amendment.
Please read these materials so that you will know more about the matter we plan
to vote on at the meeting.
Because the vote of each Stockholder is important, please sign and return the
enclosed proxy card in the envelope provided. This way, your shares will be
voted even if you can't attend the meeting. This will not, of course, limit your
right to attend the meeting or prevent you from voting in person at the meeting
if you wish to do so.
To assist us in preparation for the meeting, please return your proxy card at
your earliest convenience.
Sincerely yours,
/S/ FREDERICK B. HEGI, JR.
FREDERICK B. HEGI, JR.
CHAIRMAN OF THE BOARD
Des Plaines, Illinois
September 16, 1998
<PAGE>
UNITED STATIONERS INC.
2200 EAST GOLF ROAD [LOGO]
DES PLAINES, ILLINOIS 60016-1267
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5, 1998
- ----------------------------
A Special Meeting of Stockholders of United Stationers Inc. will be held on
Thursday, November 5, 1998 at 10:00 A.M., Central Time, at the Company's offices
located at 2200 East Golf Road, Des Plaines, Illinois. The purpose of the
meeting is to consider and vote upon an Amendment to the Company's Restated
Certificate of Incorporation, as amended, to increase the number of authorized
shares of Common Stock, $0.10 par value, from 40,000,000 to 100,000,000 and of
Preferred Stock, $0.01 par value, from 1,500,000 to 15,000,000.
Stockholders of record at the close of business on September 14, 1998 are
entitled to vote at the meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, PLEASE MARK, SIGN, DATE
AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
/s/ SUSAN MALONEY MEYER
SUSAN MALONEY MEYER
SECRETARY
Des Plaines, Illinois
September 16, 1998
<PAGE>
UNITED STATIONERS INC.
2200 East Golf Road [LOGO]
Des Plaines, Illinois 60016-1267
- ---------------------------------------------------------
PROXY STATEMENT
SEPTEMBER 16, 1998
- --------------------------
GENERAL INFORMATION
This Proxy Statement has been prepared on behalf of the Board of Directors of
United Stationers Inc. (the "Company"), and is being furnished to Stockholders
in connection with the Special Meeting of Stockholders of United Stationers Inc.
(the "Special Meeting"). The Board of Directors has adopted a resolution
approving the Amendment (the "Amendment") of the Company's Restated Certificate
of Incorporation (as amended to the date hereof, the "Certificate") to increase
the number of shares of Common Stock, par value $0.10 per share ("Common
Stock"), from 40,000,000 shares to 100,000,000 shares and the number of shares
of undesignated Preferred Stock, par value $0.01 per share ("Preferred Stock"),
from 1,500,000 shares to 15,000,000 shares. The Board of Directors has declared
the Amendment advisable and in the best interests of the Company and its
stockholders. The proposed Amendment is described in this Proxy Statement.
This Proxy Statement and the enclosed proxy are first being sent to Stockholders
on or about September 16, 1998.
The matter that is being submitted for approval is to be acted upon at the
Special Meeting of Stockholders of United Stationers Inc. The record date for
determining Stockholders who are eligible to vote at the Special Meeting of
Stockholders has been established by the Board of Directors as September 14,
1998 (the "Record Date"). The holders of the Company's Common Stock at the close
of business on the Record Date are entitled to vote on the matter. Each
outstanding share of Common Stock is entitled to one vote.
The Company's principal executive offices are located at 2200 East Golf Road,
Des Plaines, Illinois 60016-1267.
WHO CAN VOTE
Holders of record of shares of Common Stock at the close of business on
September 14, 1998 may vote at the meeting.
On August 31, 1998, there were 18,402,491 shares of Common Stock issued and
outstanding. A majority of the outstanding shares of Common Stock must be
represented in person or by proxy in order to constitute a quorum at the Special
Meeting.
1
<PAGE>
HOW YOU CAN VOTE
If you return your signed proxy to the Company in time for the special meeting,
your shares will be voted as you direct. You can specify on your proxy whether
your shares should be voted to approve, disapprove or abstain from voting on the
proposal to approve the Amendment. The proposal is described in this Proxy
Statement on pages 5-6.
IF YOU RETURN YOUR SIGNED PROXY TO THE COMPANY BUT DO NOT SPECIFY ON YOUR PROXY
CARD HOW YOU WANT TO VOTE YOUR SHARES, THEY WILL BE VOTED "FOR" THE PROPOSAL TO
APPROVE THE AMENDMENT.
REVOCATION OF PROXIES
If you vote by proxy, you may revoke it in three ways at any time before it is
exercised:
(1) by submitting written notice of revocation to the Secretary of the Company;
(2) by submitting another proxy that is properly signed and later dated; or
(3) by attending the special meeting and voting in person.
REQUIRED VOTES
In order to pass, the proposal requires a majority of those votes either present
in person or represented by proxy at the Special Meeting. Each outstanding share
of Common Stock is entitled to one vote.
The total number of votes that could be cast at the meeting is the number of
votes actually cast plus the number of abstentions. Abstentions are counted as
shares present at the meeting for purposes of determining whether or not a
quorum is present. Abstentions have the effect of a vote "against" any matter
they apply to. Proxies submitted by brokers that indicate that they do not have
discretionary voting authority and have not received instructions as to how to
vote on specified proposals ("broker nonvotes") are not considered "shares
present" and will not affect the outcome of the vote.
PERSONS MAKING THE SOLICITATION
The accompanying Proxy is being solicited by the Board of Directors of the
Company.
The costs of soliciting the enclosed proxies will be paid by the Company. In
addition to the use of the mail, proxies may be solicited in person, or by
telephone, facsimile transmission or other means of electronic communications by
directors, officers and employees of the Company. The Company does not expect to
pay any fees for this solicitation, but will reimburse banks, brokers and other
persons holding stock in their names, or in the names of their nominees, for
their expenses in sending proxy materials to their principals.
VOTING SECURITIES AND PRINCIPAL HOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
The following table sets forth information as of August 31, 1998 with respect to
the beneficial ownership of Common Stock by (i) each person who is known by the
Company to own beneficially more than five percent of the Common Stock, (ii)
each of the Company's directors and executive officers and (iii) all current
directors and executive officers as a group. Unless otherwise indicated,
2
<PAGE>
each person has sole voting power and investment power with respect to the
shares attributed to such person.
<TABLE>
<CAPTION>
Shares Beneficially Owned (1)
-------------------------------
Number of Percent of
Name of Beneficial Owner Shares Class
- ------------------------------------------------------------------------------------ ---------------- -------------
<S> <C> <C>
Wingate Partners, L.P. 1,969,716(2) 10.7%
750 N. St. Paul Street, Suite 1200
Dallas, Texas 75201
Daniel H. Bushell 85,000(3) *
Kathleen S. Dvorak 3,022 *
Daniel J. Good 76,180(4) *
Roy W. Haley -- --
Mark J. Hampton -- --
Frederick B. Hegi, Jr. 180,346(5) *
R. Thomas Helton -- --
Max D. Hopper -- --
James A. Johnson 22,832(6) *
Randall W. Larrimore 50,000(7) *
Susan M. Meyer -- --
Gary G. Miller (8) -- --
James A. Pribel 5,475(9) *
Michael D. Rowsey 100,032(10) *
Steven R. Schwarz 5,684(11) *
Benson P. Shapiro -- --
Albert H. Shaw 3,429(12) *
Joel D. Spungin 18,392(13) *
Ergin Uskup 7,626(14) *
All current directors and executive officers as a group (19 persons) 558,018(15) 3.0
</TABLE>
- ------------------------
* Represents less than 1.0%
(1) For purposes of calculating the beneficial ownership of each stockholder,
it was assumed (in accordance with the Securities and Exchange Commission's
definition of "beneficial ownership") that such stockholder had exercised
all options, conversion rights and warrants by which such stockholder had
the right within 60 days following August 31, 1998, to acquire shares of
such class of stock.
(2) Includes (i) 1,477,878 shares owned by Wingate Partners, L.P. ("Wingate
Partners"), (ii) 477,522 shares owned by Wingate Partners II, L.P.
("Wingate II"), (iii) 6,722 shares owned by Wingate Management Corporation,
and (iv) 7,594 shares owned by Wingate Management Limited, L.L.C.
(collectively "Wingate").
3
<PAGE>
(3) Includes 85,000 shares issuable upon exercise of employee stock options.
(4) Does not include 263,899 shares owned by Good Capital & Co, Inc. ("Good
Capital"). Mr. Good is Chairman and a controlling stockholder of Good
Capital and, accordingly, may be deemed to beneficially own the shares held
of record by Good Capital.
(5) Includes (i) 95,747 shares held of record by Mr. Hegi, (ii) 3,193 shares
held of record by a family company of which he is managing partner, (iii)
46,623 shares held in trust for his benefit and for which he serves as
trustee, and (iv) 34,783 shares held in trusts for unrelated third parties
of which he is trustee. Does not include (i) 1,477,878 shares held by
Wingate Partners, (ii) 477,522 shares held by Wingate II, (iii) 6,722
shares held by Wingate Management Corporation, and (iv) 7,594 shares held
by Wingate Management Limited, L.L.C. Mr. Hegi is an indirect general
partner of each of Wingate Partners and Wingate II, President of Wingate
Management Corporation, and a manager of Wingate Management Limited, L.L.C.
and accordingly, may be deemed to beneficially own the shares owned of
record by these entities.
(6) Includes 8,932 shares owned by Mr. Johnson and 13,900 shares held in a
self-directed individual retirement account for the benefit of Mr. Johnson.
Does not include (i) 477,522 shares held by Wingate II, and (ii) 7,594
shares held by Wingate Management Limited, L.L.C. Mr. Johnson is an
indirect general partner of Wingate II and a Manager of Wingate Management,
L.L.C., and accordingly, may be deemed to beneficially own the shares owned
of record by these entities.
(7) Includes 50,000 shares issuable upon exercise of employee stock options.
(8) Does not include (i) 232,177 shares owned by Cumberland Capital Corporation
("Cumberland") and (ii) warrants exercisable for 1,549 shares held by ASI
Partners III, L.P. (of which Cumberland serves as general partner). Mr.
Miller is President and stockholder of Cumberland and, accordingly, may be
deemed to beneficially own the shares and warrants owned of record by
Cumberland and ASI Partners III, L.P.
(9) Shares held by Mr. Pribel and his wife as joint tenants.
(10) Includes (i) 9,318 shares owned by Mr. Rowsey and (ii) 90,714 shares
issuable upon exercise of employee stock options.
(11) Includes (i) 5,634 shares owned by Mr. Schwarz and (ii) 50 shares held in
an individual retirement account for the benefit of Mr. Schwarz' wife.
(12) Shares held by Mr. Shaw and his wife as joint tenants.
(13) Includes (i) 14,798 shares owned by Mr. Spungin and (ii) 3,594 shares
owned by a family trust for which Mr. Spungin's wife serves as a trustee.
(14) Includes (i) 126 shares held in a trust for which Mr. Uskup serves as
trustee and (ii) 7,500 shares issuable upon exercise of employee stock
options.
(15) Includes all securities beneficially owned by the current directors and
executive officers of the Company, including an aggregate of (i) 324,804
shares of Common Stock and (ii) 233,214 shares issuable upon exercise of
employee stock options.
4
<PAGE>
THE PROPOSAL
SUMMARY OF THE PROPOSAL
The Board of Directors has adopted an Amendment to the Certificate and has
declared it advisable and in the best interests of the Company and its
Stockholders. Currently, the Company's Certificate provides for the issuance of
up to 40,000,000 shares of Common Stock and 1,500,000 shares of Preferred Stock.
The Company has shares of Common Stock issued and outstanding as of
September 14, 1998 and no shares of Preferred Stock outstanding. In addition,
the Company has shares of Common Stock reserved for issuance under the
terms of the Company's Management Equity Plan, Nonemployee Directors' Deferred
Stock Compensation Plan and outstanding Common Stock warrants. As of the same
date, the total of the outstanding shares and those reserved for future issuance
equaled .
On August 17, 1998, the Board of Directors of the Company declared a dividend on
each outstanding share of Common Stock of one additional full share of Common
Stock (the "Stock Dividend") and approved a corresponding temporary reduction in
the Company's Common Stock reserve. After giving effect to the Stock Dividend
and reserve reduction, as of September 14, 1998 the Company had an aggregate of
40,000,000 shares of Common Stock issued and outstanding or reserved for
issuance under the Management Equity Plan, the Nonemployee Directors' Deferred
Stock Compensation Plan and outstanding Common Stock warrants.
The Amendment will provide future flexibility should the Board determine that an
additional stock split or stock dividend, primary equity offering(s),
acquisition or other transactions involving the Company's Common Stock or
Preferred Stock are in the best interests of the Company and its Stockholders.
Shares of Common Stock and Preferred Stock may be issued for cash, property,
services rendered or cancellation of indebtedness, or in any combination
thereof, and at such price or prices and on such terms, including dividend
rates, conversion rates, voting rights, redemption prices, maturity dates and
similar matters, if any, as the Board of Directors determines to be reasonable
in its business judgment under the circumstances and consistent with Delaware
law. Such shares may generally be issued by the Board of Directors without
authorization from the Company's Stockholders (although Delaware law could
require the holders of a majority of the Common Stock present in person or by
proxy at a meeting called for that purpose to approve certain stock issuances
and the Company's listing agreement with The Nasdaq Stock Market, Inc. requires
approval of certain stock issuances by a majority of the votes cast on a
proposal in person or by proxy, provided that the total votes cast on the
proposal represents over 50% in interest of all securities entitled to vote on
the proposal). As of the date of this Proxy Statement, there are no plans to
authorize the issuance of any shares of Company capital stock (except upon
exercise of currently outstanding options and warrants and in connection with
the Stock dividend), although acquisition and financing opportunities will
continue to be evaluated and it is anticipated that the Board of Directors of
the Company will continue to grant employees stock options under the Company's
Management Equity Plan from time to time and in the ordinary course.
Stockholders should note that certain disadvantages may result from the
authorization of a greater number of shares of capital stock. For example, the
issuance of a significant amount of Common Stock could result in a substantial
dilution of the beneficial ownership and/or voting power of the holders of
Common Stock as such holders have no preemptive rights and, therefore, would not
be entitled to preferential rights to purchase any additional shares of Common
Stock. In addition, the increase in authorized Common Stock or Preferred Stock
could deter or delay takeover proposals
5
<PAGE>
because the Board of Directors would have the ability to issue a significant
number of shares of Common Stock and/or Preferred Stock as a defense to an
attempted takeover. Although the Board of Directors is required to make any
determination to issue Company stock based on its judgment as to the best
interests of the stockholders of the Company, the Board of Directors could act
in a manner that might discourage or delay an acquisition attempt or other
transaction that a majority of the stockholders might believe to be in their
best interests or in which Stockholders might receive a premium for their stock
over the then-current market price of such stock. The Board of Directors has no
current plans to issue any such stock. Delaware law does not provide a right of
appraisal or dissenters' rights with respect to the Amendment. No person who has
been a director or executive officer of the Company at any time since the
beginning of the Company's last fiscal year has any substantial interests,
direct or indirect, in the approval of the Amendment.
YOUR BOARD OF DIRECTORS IS SOLICITING YOUR PROXY AND UNANIMOUSLY RECOMMENDS A
VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE CERTIFICATE, INCREASING THE
AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK TO 100,000,000 AND
15,000,000, RESPECTIVELY.
STOCKHOLDER PROPOSALS
Proposals of the Company's stockholders intended to be presented at the Annual
Meeting of Stockholders to be held in 1999 must be received by the Company no
later than December 10, 1998 in order to be considered for inclusion in the
Company's Proxy Statement and form of proxy relating to such meeting. Such
proposals should be directed to United Stationers Inc., 2200 East Golf Road, Des
Plaines, Illinois 60016-1267, ATTENTION: Corporate Secretary.
OTHER MATTERS
The Company's Certificate provides that business to be conducted at the Special
Meeting shall be limited to the business set forth in the notice accompanying
this Proxy Statement.
By Order of the Board of Directors
/s/ SUSAN MALONEY MEYER
SUSAN MALONEY MEYER
SECRETARY
Des Plaines, Illinois
September 16, 1998
6
<PAGE>
PROXY
UNITED STATIONERS INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
UNITED STATIONERS INC. FOR A SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 1998.
The undersigned Stockholder of United Stationers Inc. (the "Company") hereby
appoints Frederick B. Hegi, Jr., Randall W. Larrimore and Daniel H. Bushell,
and any of them, the lawful attorneys and proxies of the undersigned, with
several powers of substitution, to vote all shares of Common Stock, par value
$0.10 per share ("Common Stock"), of the Company which the undersigned is
entitled to vote at the Special Meeting of Stockholders (the "Special Meeting")
to be held on November 5, 1998, and any adjournments thereof:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
Please mark
Please vote as in
votes a this example.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY
VOTE "FOR" THE APPROVAL AND ADOPTION OF THE PROPOSAL. IN THE ABSENCE
OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR APPROVAL OF THE
FOLLOWING PROPOSAL :
<TABLE>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION.
</TABLE>
The undersigned revokes any proxy or proxies previously given to vote upon or
act with respect to such Common Stock and ratifies and confirms that all the
proxies, their substitutes, or any of them may lawfully act by virtue of this
Proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE MARK, SIGN , DATE AND RETURN THIS PROXY
CARD PROMPTLY, USING THE PRE-PAID ENVELOPE
PROVIDED.
Note: Please sign exactly as name appears on this
document. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please provide your full title.
Signature:__________________ Date:_____________ Signature: ___________________
Date:____________
