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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): MARCH 23, 1999
(MARCH 11, 1999)
UNITED STATIONERS INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-10653 36-3141189
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2200 EAST GOLF ROAD 60016-1267
DES PLAINES, ILLINOIS (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 699-5000
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(Page 1 of 6)
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ITEM 5. OTHER EVENTS.
On March 11, 1999, United Stationers Inc., a Delaware corporation (the
"Company"), issued a press release announcing its Board of Directors
approved the adoption of a stock repurchase program, subject to senior lender
approval, enabling the Company to repurchase up to $50 million in aggregate
value of the Company's outstanding shares of common stock, $0.10 par value,
in open market and/or privately negotiated transactions. The Company also
reported in that press release certain management sales and outlook
information.
The Company announced on March 17, 1999, that it received
approval from its senior lenders regarding the repurchase program.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS.
Exhibit 99.1 - Press Release, dated March 11, 1999, announcing adoption
of stock repurchase program and commenting on sales and earning outlook.
Exhibit 99.2 - Press Release, dated March 17, 1999, announcing that the
Company received approval for the repurchase program from its senior
lenders.
(Page 2 of 6)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED STATIONERS INC.
Date: March 19, 1999 By: /s/ Daniel H. Bushell
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Daniel H. Bushell
Executive Vice President,
Chief Development Officer and
Chief Financial Officer
(Page 3 of 6)
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EXHIBIT INDEX
EXHIBIT
99.1 - Press Release, dated March 11, 1999, announcing adoption of
stock repurchase program and commenting on sales and earnings
outlook.
99.2 - Press Release, dated March 17, 1999, announcing that the
Company received approval for its repurchase program from its
senior lenders.
(Page 4 of 6)
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Exhibit 99.1
Kathleen S. Dvorak
Vice President, Investor Relations
or
Daniel H. Bushell
Executive Vice President,
Chief Development Officer and
Chief Financial Officer
United Stationers Inc.
(847) 699-5000
FOR IMMEDIATE RELEASE
UNITED STATIONERS ANNOUNCES STOCK REPURCHASE PROGRAM
AND COMMENTS ON SALES AND EARNINGS OUTLOOK
DES PLAINES, Ill., March 11, 1999 - The Board of Directors of United
Stationers Inc. (NASDAQ: USTR) announced today that it has authorized a share
repurchase program of up to $50.0 million of the Company's common stock. The
buyback program is contingent upon receiving the approval of the Company's
senior lenders which is expected prior to month end. Once approval is
obtained, purchases will be made from time to time in the open market or in
privately negotiated transactions. The Company currently has 37.2 million
shares outstanding.
"We continue to have opportunities to utilize our capital for
acquisitions on an opportunistic basis. However, given current market
conditions, the repurchase of our stock is a compelling alternative. Our
ability to generate strong cash flow allows us to fund both the repurchase
program and strategic acquisitions," said Dan Bushell, executive vice
president and chief financial officer.
In addition, the Company reported that organic sales for the first
quarter-to-date were up slightly over 1%. Management expects earnings per
share for the first quarter ended March 31, 1999 to be in the range of $0.48
to $0.50, compared with $0.44 in the prior year, a 9% to 14% increase. The
Company is reporting interim quarterly results in connection with the
repurchase announcement and does not intend to establish a precedent.
"While we are experiencing a slowdown in the rate of our top-line growth,
we are effectively adjusting our expense levels. We are extremely pleased
with the ongoing improvements in our operational performance. Near term, we
believe that current trends will continue and that our sales initiatives will
begin to build momentum as we progress through the year. We remain committed
to our long-term goal of top-line organic growth of 6-9% and earnings per
share growth of 15%," said Randall Larrimore, president and chief executive
officer.
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United Stationers Announces Stock
Repurchase Program And Comments
On Sales And Earnings Outlook
Page two of two
With the exception of statements with regard to historical matters, the
matters discussed in this press release contain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements involve risks and uncertainties which
could cause actual results to differ materially from the forward-looking
information. Such risks and uncertainties include, but are not limited to,
the highly-competitive environment in which the Company operates, the
integration of acquisitions, changes in end-users' traditional demands for
business products, reliance by the Company on certain key suppliers, and the
effects on the Company of fluctuations in manufacturers' pricing and general
economic conditions. A description of these factors, as well as other
factors which could affect the Company's business, is set forth in filings by
the Company with the Securities and Exchange Commission, including the
Company's Registration Statement filed on June 9, 1998.
United Stationers Inc. is North America's largest wholesaler of business
products to resellers. Through its integrated computer-based distribution
system, it makes more than 35,000 items available to 20,000 resellers within
24 hours of order placement through 40 regional distribution centers,
19 Lagasse distribution centers that serve the janitorial and sanitation
industry and 6 Azerty distribution centers that serve computer supply
resellers.
The Company's common stock trades on the Nasdaq National Market tier of
the Nasdaq Stock Market under the symbol: USTR.
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Exhibit 99.2
Kathleen S. Dvorak
Vice President, Investor Relations
or
Daniel H. Bushell
Executive Vice President,
Chief Development Officer and
Chief Financial Officer
United Stationers Inc.
(847) 699-5000
FOR IMMEDIATE RELEASE
UNITED STATIONERS RECEIVES SENIOR LENDERS'
APPROVAL FOR ITS STOCK REPURCHASE PROGRAM
DES PLAINES, Ill., March 17, 1999 -United Stationers Inc. (NASDAQ: USTR)
announced today that it has received approval for its share repurchase
program from its senior lenders. Last week, the Board of Directors of United
Stationers Inc. approved a $50.0 million share repurchase program. Purchases
will be made from time to time in the open market or in privately negotiated
transactions. The Company currently has 37.2 million shares outstanding.
"The investment in United's common stock through the repurchase program
reflects our strong belief in the company's future growth. It also
underscores our commitment to enhancing shareholder value," said Randall
Larrimore, president and chief executive officer.
With the exception of statements with regard to historical matters, the
matters discussed in this press release contain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements involve risks and uncertainties which
could cause actual results to differ materially from the forward-looking
information. Such risks and uncertainties include, but are not limited to,
the highly-competitive environment in which the Company operates, the
integration of acquisitions, changes in end-users' traditional demands for
business products, reliance by the Company on certain key suppliers, and the
effects on the Company of fluctuations in manufacturers' pricing and general
economic conditions. A description of these factors, as well as other
factors which could affect the Company's business, is set forth in filings by
the Company with the Securities and Exchange Commission, including the
Company's Registration Statement filed on June 9, 1998.
United Stationers Inc. is North America's largest wholesaler of business
products to resellers. Through its integrated computer-based distribution
system, it makes more than 35,000 items available to 20,000 resellers within
24 hours of order placement through 40 regional distribution centers, 19
Lagasse distribution centers that serve the janitorial and sanitation
industry and 6 Azerty distribution centers that serve computer supply
resellers.
The Company's common stock trades on the Nasdaq National Market tier of
the Nasdaq Stock Market under the symbol: USTR.
-30-
