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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Staples Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
85503010
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(CUSIP Number)
AS OF 11/30/96
Check the following box if a fee is being paid with this statement \ \.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).1
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provides in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.85503010 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS. Provident Investment Counsel, Inc.
S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
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NUMBER OF SHARES (5) SOLE VOTING 6560479
BENEFICIALLY POWER
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING 0
PERSON WITH POWER
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(7) SOLE DISPOSITIVE 6592029
POWER
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(8) SHARED DISPOSITIVE 0
POWER
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6592029
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
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(12) TYPE OF REPORTING PERSON*
CO,IA
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CUSIP NO. 85503010 13G Page 3 OF 10 Pages
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(1) NAMES OF REPORTING PERSONS. Robert M. Kommerstad
S.S. OR I.R.S. IDENTIFICATION (Mr. Kommerstad is no longer
NOS. OF ABOVE PERSON a reporting person. See Item 2)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF SHARES (5) SOLE VOTING 0
BENEFICIALLY POWER
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING 0
PERSON WITH POWER
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(7) SOLE DISPOSITIVE 0
POWER
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(8) SHARED DISPOSITIVE 0
POWER
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
IA owns 6592029 shares of common stock. Mr. Kommerstad is no longer a re-
porting person.
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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(12) TYPE OF REPORTING PERSON*
Mr. Kommerstad is no longer a reporting person. See Item 2.
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Item 1.
(a) NAME OF ISSUER: Staples Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Pennsylvania Ave Framingham, MA 01701
ITEM 2.
(a) NAME OF PERSON FILING: This statement is being filed by (i) Provident
Investment Counsel Inc., a Massachusetts corporation and registered investment
adviser ("IA"), and (ii) Robert M. Kommerstad, a shareholder of IA's
predecessor, Provident Investment Counsel, a California corporation which was
formerly a registered investment adviser ("Former IA"). IA is continuing the
business of Former IA, and is a wholly-owned subsidiary of United Asset
Management Holdings, which is wholly owned by United Asset Management
Corporation ("UAM"). Pursuant to an Acquisition Agreement by and among UAM,
Former IA and IA, IA acquired substantially all of the assets of Former IA on
February 15, 1995. (the "Acquisition").
IA's beneficial ownership of the Common Stock is direct as a result of
IA's discretionary authority to buy, sell, and vote shares of such Common Stock
for its investment advisory clients. Mr. Kommerstad, as a result of the
Acquisition, no longer has beneficial ownership of any of the common stock, and
is no longer a reporting person.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
IA's Principal Business Office is located at:
300 North Lake Avenue, Pasadena, CA 91101-4022.
(c) CITIZENSHIP:
IA is a Massachusetts corporation.
(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock
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(e) CUSIP NUMBER:
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85503010
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) /X/ Investment Adviser registered under section 203 of the Investment
Advisers Act
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g / / Parent Holding Company, in accordance with Section 240
13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d1-(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: IA directly beneficially
owns 8381896 shares of Common Stock.
(b) PERCENT OF CLASS: 4.1%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
IA has the power to vote 6560479 shares. No other
person has the power to vote such shares.
IA has no power to vote 31550 shares for which it has
dispositive power.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
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IA has the power to dispose all 6592029 shares for
which it has direct beneficial ownership. It does not
share this power with any other person.
(iv) shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
As a result of the Acquisition, Mr. Kommerstad no longer owns any of
the common stock. See Item 2 above. IA's beneficial ownership is
described in Item 4 above.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
IA, a registered investment adviser, has the right or the power to
direct the receipt of dividends from Common Stock, and to direct the
receipt of proceeds from the sale of Common Stock to IA's investment
advisory clients. No single investment advisory client of IA owns
more than 5% of the Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 9, 1996
PROVIDENT INVESTMENT COUNSEL, INC.
By: /S/ Thad Brown
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Thad Brown
Chief Financial Officer
and Senior Vice-President
