-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ADl0oHddzCvCt6bNug6yqpjYuNji36Rqs1fUA1ZPhpd1fkwLN8VfKxD6nEacdq3b IcAkIISmReCbsnhgD9kygQ== 0000950131-95-000349.txt : 19950515 0000950131-95-000349.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950131-95-000349 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATIONERS INC CENTRAL INDEX KEY: 0000355999 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 363141189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33670 FILM NUMBER: 95510718 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 7086995000 MAIL ADDRESS: STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HW ASSOCIATES CENTRAL INDEX KEY: 0000937771 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2200 EAST GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 60616 BUSINESS PHONE: 7086995000 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.5)* - United Stationers Inc. ---------------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 913004-10-7 ----------------------------------------- (CUSIP Number) HW Associates c/o Joel D. Spungin 2200 East Golf Road Des Plaines, IL 60016 (312) 699-5000 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 10, 1995 ---------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] Check the following box if a fee is being paid with the statement. [_] (A fee is not required only if the Reporting 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.) Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). CUSIP NO. 913004-10-7 Page 2 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: HW Associates - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Illinois Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 0 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: 0 Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 0 Person ---------------------------------------------------- With 10. Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 0.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: PN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 3 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Joel D. Spungin - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 101,468 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 101,468 Person ---------------------------------------------------- With 10. Shared Dispositive Power: - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 101,468 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: Excludes 200,000 shares owned by the Joel and Marilyn Spungin Charitable Remainder Trust of which the Reporting Person is a beneficiary; and 56,682 shares owned by the Joel D. Spungin Family Trust u/a/d November 15, 1990 as to which the Reporting Person disclaims beneficial ownership. [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 0.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: IN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 4 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Joan Fishman - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 0 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: 586,134 Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 0 Person ---------------------------------------------------- With 10. Shared Dispositive Power: 586,134 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: Excludes 50,000 shares owned by the Joan Fishman Charitable Remainder Trust of which the Reporting Person disclaims beneficial ownership of such shares. [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 3.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: IN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 5 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Melvin L. Hecktman - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 6,667 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: 1,067,505 Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 6,667 Person ---------------------------------------------------- With 10. Shared Dispositive Power: 1,067,505 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,074,172 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: Excludes 80,000 shares owned by the Melvin and Judith Hecktman Charitable Remainder Trust of which the Reporting Person is a beneficiary; the Reporting Person disclaims beneficial ownership of such shares. [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: IN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 6 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Jerold A. Hecktman - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 4,385 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: 902,795 Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 4,385 Person ---------------------------------------------------- With 10. Shared Dispositive Power: 902,795 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 907,180 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: Excludes 200,000 shares owned by the Jerold and Ruth Hecktman Charitable Remainder Trust of which the Reporting Person is a beneficiary; the Reporting Person disclaims beneficial ownership of such shares. [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 4.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: IN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 7 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Barbara Mills - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 0 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: 533,197 Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 0 Person ---------------------------------------------------- With 10. Shared Dispositive Power: 533,197 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 533,197 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: Excludes 50,000 shares owned by the Barbara Mills Charitable Remainder Trust of which the Reporting Person is a beneficiary; the Reporting Person disclaims beneficial ownership of such shares. [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 2.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: IN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 8 of 18 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person: Barbara Wolf - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: 00 - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Number of ---------------------------------------------------- Shares 7. Sole Voting Power: 18,748 Beneficially ---------------------------------------------------- Owned By 8. Shared Voting Power: 921,857 Each ---------------------------------------------------- Reporting 9. Sole Dispositive Power: 18,748 Person ---------------------------------------------------- With 10. Shared Dispositive Power: 921,857 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 940,605 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: Excludes 133,333 shares owned by the Barbara Wolf Savage Charitable Remainder Trust of which the Reporting Person is a beneficiary; the Reporting Person disclaims beneficial ownership of such shares. [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person: IN - -------------------------------------------------------------------------------- CUSIP NO. 913004-10-7 Page 9 of 18 Pages 13D Pursuant to Rule 13d-2 of Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby file this Amendment No. 5 to Schedule 13D Statement (the "Amendment No. 5") to the original Schedule 13D Statement dated September 19, 1983 (as amended by Amendment No. 1 to Schedule 13D Statement dated December 18, 1985, Amendment No. 2 to Schedule 13D Statement dated February 20, 1989, Amendment No. 3 to Schedule 13D Statement dated April 27, 1989, and Amendment No. 4 to Schedule 13D Statement dated May 17, 1989, the "Original Statement") on behalf of HW Associates, an Illinois general partnership ("HW"); Joel D. Spungin, an individual; Melvin L. Hecktman, an individual; Jerold A. Hecktman, an individual; Joan Fishman, an individual; Barbara Mills, an individual; and Barbara Wolf, an individual. The foregoing partnership and individuals are sometimes hereinafter referred to as the "Reporting Persons." The Reporting Persons are making this single joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor anything contained in this Amendment No. 5 shall be deemed to be an admission by the Reporting Persons that a group exists. Unless otherwise indicated in this Amendment No. 5, all capitalized terms used in this Amendment No. 5 which are defined in the Original Statement shall have the same meaning as set forth in the Original Statement and unless otherwise indicated herein, there has been no material change to the information provided in the Original Statement. Item 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, $.10 par value (the "Common Stock"), of United Stationers Inc., a Delaware corporation (the "Issuer") 2200 East Golf Road, Des Plaines, Illinois 60016. Item 2. IDENTITY AND BACKGROUND. (a)-(c). HW ASSOCIATES. The principal business of HW Associates is as set forth in Item 4 below. The principal business address of HW Associates, which also serves as its principal office, is c/o Joel D. Spungin, 2200 East Golf Road, Des Plaines, Illinois 60016. On February 10, 1995, the seven constituent partners of HW unanimously voted to terminate, dissolve and liquidate HW in accordance with the Agreement of Termination dated February 10, 1995 (the "Agreement of Termination") attached hereto as EXHIBIT M and incorporated herein by this reference. Pursuant to the Agreement of Termination, on February 10, 1995, HW distributed all of its shares of Common Stock to its seven constituent partners. Accordingly, from and after February 10, 1995, HW ceased being a partnership and the constituent partners ceased being partners in HW. The partners in HW Associates were seven other partnerships, consisting of the following: RESIDENCE OR NAME(S) OF NAME BUSINESS ADDRESS GENERAL PARTNER(S) Wolf Family Investment c/o Johnson, Goldberg & Barbara Wolf Partnership, an Illinois Brown, Ltd. limited partnership 6703 North Cicero Avenue ("WFIP") Lincolnwood, IL 60646 ATTN: Scott Brown CUSIP NO. 913004-10-7 Page 10 of 18 Pages Spungin Family c/o United Stationers, Joel D. Spungin Investment Partnership, Inc. an Illinois limited 2200 East Golf Road partnership ("SFIP") Des Plaines, Illinois 60016 Melvin L. Hecktman c/o Hecktman Management Melvin L. Hecktman Family Investment Suite 350 Partnership, an Illinois 510 Lake Cook Road limited partnership Deerfield, IL 60015 ("MLHFIP") MLH Investment c/o Hecktman Management Melvin L. Hecktman, Partnership, an Illinois Suite 350 Managing Partner general partnership 510 Lake Cook Road Judith Hecktman, Melvin L. ("MLH") Deerfield, IL 60015 Hecktman, as Custodian for Brian J. Hecktman under Ill. Unif. Gifts To Min. Act ("IUGMA"), Melvin L. Hecktman, as Custodian for Julie B. Hecktman under Ill. Unif. Gifts To Min. Act ("IUGMA"), Jerold A. Hecktman, Ruth L. Hecktman, and Arthur W. Brown, Jr., as co-trustees of certain of the twenty- one trusts identified as numbers 1 through 21, respectively, on EXHIBIT A hereto Jerold A. Hecktman c/o United Stationers Jerold A. Hecktman Family Investment Inc. Partnership, 2200 East Golf Road an Illinois limited Des Plaines, Illinois partnership 60016 ("JAHFIP") Fishman Family c/o Johnson, Goldberg & Joan Fishman Investment Brown, Ltd. Partnership, 6703 North Cicero Avenue an Illinois limited Lincolnwood, IL 60646 partnership ATTN: Scott Brown ("FFIP") Mills Family c/o Johnson, Goldberg & Barbara Mills Investment Brown, Ltd. Partnership, 6703 North Cicero Avenue an Illinois limited Lincolnwood, IL 60646 partnership ATTN: Scott Brown ("MFIP") In addition to the partners in HW Associates, the six following individual persons are non-partner Managing Agent parties to the HW Associates CUSIP NO. 913004-10-7 Page 11 of 18 Pages partnership agreement: Barbara Wolf, Joel D. Spungin, Melvin L. Hecktman, Jerold A. Hecktman, Joan Fishman and Barbara Mills. THE REMAINING REPORTING PERSONS. Pursuant to Instruction C to Schedule 13D, the name, business or residence address and present principal occupation or employment of the remaining Reporting Persons, who are the Managing Agents of HW Associates, and also of the respective general partners of the partners in HW Associates (and are the co- trustees of each trust which is a general partner in MLH Investment Partnership, one of the partners in HW Associates) are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT Barbara Wolf c/o Johnson, Goldberg & Housewife Brown, Ltd. 6703 North Cicero Avenue Lincolnwood, Illinois 60646 ATTN: Scott Brown Joel D. Spungin c/o United Stationers President of United Inc. Stationers Inc. 2200 East Golf Road Des Plaines, Illinois 60016 Melvin L. Hecktman c/o Hecktman Management Managing General Suite 350 Partner 510 Lake Cook Road of Hecktman Management Deerfield, IL 60015 Jerold A. Hecktman c/o United Stationers Vice President, Inc. Advertising and 2200 East Golf Road Secretary of United Des Plaines, Illinois Stationers Inc. 60016 Joan Fishman c/o Johnson, Goldberg & Housewife Brown, Ltd. 6703 North Cicero Avenue Lincolnwood, Illinois 60646 ATTN: Scott Brown Barbara Mills c/o Johnson, Goldberg & Housewife Brown, Ltd. 6703 North Cicero Avenue Lincolnwood, Illinois 60646 ATTN: Scott Brown (d) During the last five years, neither HW Associates nor any of the persons identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP NO. 913004-10-7 Page 12 of 18 Pages (e) During the last five years, neither HW Associates nor any of the persons identified in this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction involving violations of federal or state securities laws. (f) All of the persons identified in this Item 2 are citizens of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All of the shares of Common Stock held by HW Associates were acquired as a result of contributions directly from the partners thereof. No shares of Common Stock were purchased in connection with the formation of HW Associates. Item 4. PURPOSE OF TRANSACTION. The purposes for which HW Associates was formed and the Common Stock conveyed to it are as follows: (1) to centralize, in the hands of HW Associates and its Managing Agents, voting control of the shares of Common Stock formerly held by the members of its constituent partners; and (2) to permit a convenient mechanism for members of the partners in HW Associates to borrow from HW Associates to obtain funds on more favorable terms than would otherwise be available to such members. HW Associates has no plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. On February 10, 1995 HW was terminated, dissolved and liquidated pursuant to the Agreement of Termination. The primary purposes for which HW was dissolved, liquidated and terminated was to allow each of the Managing Agents to make an independent decision as to the tendering of shares, and to account for the possibility of the Issuer engaging in a transaction with Associated Holdings, Inc., as disclosed in the Issuer's Form 10-Q for the Quarterly Report on Quarter Ended November 30, 1994. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a)-(b) of Item 5 of Original Statement are hereby deleted and replaced with the following: HW owns no Common Stock of the Issuer. Pursuant to the Dissolution Agreement, HW distributed an aggregate of 4,712,600 shares of Common Stock to its seven constituent partners in pro-rata amounts in exchange for HW's redemption of an aggregate of 4,712,600 partnership units in HW from its partners. Accordingly, from and after February 10, 1995, HW ceased being a partnership and the constituent partners of HW ceased being partners in HW. The shares of Common Stock held by HW were distributed to the former HW partners in the following amounts: PARTNER SHARES OF COMMON STOCK WFIP 1,054,390 JAHFIP 1,105,195 MFIP 584,531 MLH 863,670 MLHFIP 285,835 SFIP 182,845 FFIP 636,134 --------- TOTAL 4,712,600 ========= CUSIP NO. 913004-10-7 Page 13 of 18 Pages Immediately following the liquidation of HW on February 10, 1995, the seven former constituent partners of HW distributed a portion of their shares of Common Stock to the entities and in the quantities stated in Item 5 paragraph (c) below. Currently, none of the former partners of HW, HW's former Managing Agents nor any of HW's former partners, trusts or trustees owns or holds any shares except as follows: (i) WFIP holds of record and has sole voting and/or investment authority over 921,057 shares of Common Stock. (ii) JAHFIP holds of record and has sole voting and/or investment authority over 902,795 shares of Common Stock. (iii) MFIP holds of record and has sole voting and/or investment authority over 533,197 shares of Common Stock. (iv) MLH holds of record and has sole voting and/or investment authority over 863,670 shares of Common Stock. (v) MLHFIP holds of record and has sole voting and/or investment authority over 203,835 shares of Common Stock. (vi) FFIP holds of record and has sole voting and/or investment authority over 586,134 shares of Common Stock. (vii) Barbara Wolf: (1) owns 800 shares, in joint tenancy with her mother, as to which she has shared voting and investment power, (2) owns 18,748 shares pursuant to her interest in the Barbara Wolf Trust u/a/d March 4, 1988 as to which she has sole voting and investment power, (3) owns 921,057 shares due to her interest as a general partner of WFIP as to which she has sole voting and investment power, and (4) is a beneficiary of the Barbara Wolf Savage Charitable Remainder Trust u/a/d February 1, 1995 which owns 133,333 shares to which Barbara Wolf disclaims beneficial ownership. (viii) Joel D. Spungin: (1) owns 101,468 shares as to which he has sole voting and investment power, (2) holds beneficially 56,682 shares pursuant to his interest in the Joel D. Spungin Family Trust u/a/d November 15, 1990 to which Joel D. Spungin disclaims beneficial ownership, and (3) is a beneficiary of the Joel and Marilyn Spungin Charitable Remainder Trust u/a/d February 1, 1995 which owns 33,333 shares of CUSIP NO. 913004-10-7 Page 14 of 18 Pages Common Stock to which Joel D. Spungen disclaims beneficial ownership. (ix) Melvin L. Hecktman: (1) owns 6,667 shares as to which he has sole voting and investment power, (2) is the sole general partner of MLHFIP which holds 203,835 shares of Common Stock as to which he has sole voting and investment power, (3) is a general partner in MLH which owns 863,670 shares of Common Stock as to which he has sole voting and investment power, and (4) is a beneficiary of the Melvin and Judith Hecktman Charitable Remainder Trust u/a/d February 1, 1995 which owns 80,000 shares to which Melvin L. Hecktman disclaims beneficial ownership. (x) Jerold A. Hecktman: (1) owns beneficially 4,385 shares as to which he has sole voting and investment power, (2) is the sole general partner of JAHFIP which holds of record 902,795 shares of Common Stock as to which he has sole voting and investment power, and (3) is a beneficiary of the Jerold and Ruth Hecktman Charitable Remainder Trust u/a/d February 1, 1995 which owns 200,000 shares to which Jerold A. Hecktman disclaims beneficial ownership. (xi) Joan Fishman: (1) is the sole general partner of FFIP which owns of record 586,134 shares of Common Stock as to which Joan Fishman has sole voting and investment power, and (2) is a beneficiary of the Joan Fishman Charitable Remainder Trust u/a/d February 1, 1995 which owns 50,000 shares to which Joan Fishman disclaims beneficial ownership. (xii) Barbara Mills: (1) is the sole general partner of MFIP which holds of record 533,197 shares of Common Stock as to which Barbara Mills has sole voting and investment power, and (2) is a beneficiary of the Barbara Mills Charitable Remainder Trust u/a/d February 1, 1995 which owns 50,000 shares to which Barbara Mills disclaims beneficial ownership. CUSIP NO. 913004-10-7 Page 15 of 18 Pages (c) None of the entities referred to in response to paragraph (a) of this Item 5, or in Item 2 above, has effected any transactions in the Common Stock during the past 60 days except as follows: On February 10, 1995, immediately upon receiving their pro-rata shares from HW, the former partners distributed the shares as follows: FFIP distributed 50,000 shares of Common Stock to Joan Fishman, or her successor in trust, as Trustee of the Joan Fishman Trust u/a/d June 25, 1990 who immediately thereafter transferred 50,000 shares of Common Stock to Joan Fishman, an individual, who immediately thereafter transferred 50,000 shares of Common Stock to the Trustee of the Joan Fishman Charitable Remainder Trust u/a/d February 1, 1995. JAHFIP transferred 202,400 shares to Jerold A. Hecktman, an individual, who immediately thereafter transferred 200,000 shares of Common Stock to the Trustee of the Jerold and Ruth Hecktman Charitable Remainder Trust u/a/d February 1, 1995 and 2,400 shares of Common Stock to charitable entities. MLHFIP transferred: (1) 68,757 shares to Melvin L. Hecktman, an individual, who immediately thereafter transferred 66,757 shares to the Trustee of the Melvin and Judith Hecktman Charitable Remainder Trust u/a/d February 1, 1995 and 2,000 shares of Common Stock to another charitable entity; and (2) 13,243 shares to Judith Hecktman who immediately thereafter transferred all 13,243 shares of Common Stock to the trustee of the Melvin and Judith Hecktman Charitable Remainder Trust u/a/d February 1, 1995. MFIP transferred 51,334 to the trustee of the Barbara Mills Trust u/a/d June 23, 1989 who immediately thereafter transferred 50,000 shares to the Trustee of the Barbara Mills Charitable Remainder Trust u/a/d February 1, 1995 and 1,334 shares of Common Stock to other charitable entities. SFIP transferred: (1) 56,682 shares to the Trustees of the Joel D. Spungin Family Trust u/a/d November 15, 1990; (2) 103,935 shares to Joel D. Spungin, an individual, who immediately thereafter transferred 33,333 shares to the Trustee of the Joel and Marilyn Spungin Charitable Remainder Trust u/a/d February 1, 1995; and (3) 22,228 shares to members of his family. CUSIP NO. 913004-10-7 Page 16 of 18 Pages WFIP distributed 133,333 shares of Common Stock to the Barbara Wolf Trust u/a/d March 4, 1988 who immediately transferred all 133,333 shares of Common Stock to Barbara Wolf, an individual, who immediately thereafter transferred all 133,333 shares to the Trustee of the Barbara Wolf Savage Charitable Remainder Trust u/a/d February 1, 1995. (d) No person other than those referred to in response to paragraph (a) of this Item 5 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by them. (e) Pursuant to the Dissolution Agreement, HW distributed all of its Common Stock on February 10, 1995 to the partners of HW and immediately thereafter ceased being the beneficial owner of more than five percent of the Common Stock. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The rights, powers and duties of the Reporting Persons, and of the partners in HW, are as set forth in the Agreement of Partnership for HW Associates, as amended by Amendment No. 1 thereto, and in the Termination Agreement. Such Agreements and Amendments are attached hereto as EXHIBITS F, F-1 and M respectively and are incorporated herein by reference. The contribution rights and duties among the Selling Stockholders are as set forth in the Contribution Agreement dated May 5, 1989 among the Selling Stockholders, a copy of which is attached hereto as EXHIBIT L. Item 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A - Information as to 21 trusts which are general partners in MLH Investment Partnership, as required by Item 2. EXHIBIT B - Information as to sales of Common Stock by Barbara Mills, as required by Item 5(c). EXHIBIT C - Information as to sales of Common Stock by Joan Fishman, as required by Item 5(c). EXHIBIT D - Information as to the individuals and trusts contributing shares of Common Stock to seven family partnerships, as required by Item 5(c). EXHIBIT E - Information as to the shares of Common Stock contributed by each partner to HW Associates. CUSIP NO. 913004-10-7 Page 17 of 18 Pages EXHIBIT F - Agreement of Partnership for HW Associates dated as of September 14, 1983. EXHIBIT F-1 - Amendment No. 1 to Agreement of Partnerhsip for HW Associates dated as of December 31, 1983. EXHIBIT G - Agreement relating to the filing of joint statements pursuant to Rule 13(d)-1(f)(1)(iii). EXHIBIT G-1 - Agreement relating to the filing of joint statement pursuant to Rule 13d-1(f)(1)(iii). EXHIBIT H - Information as to the shares of Common Stock beneficially owned by each partner in HW Associates. EXHIBIT I - Copy of Power of Attorney appointing Joel D. Spungin attorney- in-fact for the Reporting Persons, which has been incorporated herein by reference. EXHIBIT K - Information as to the shares of Common Stock beneficially owned by each partner in HW Associates. EXHIBIT L - Contribution Agreement dated May 5, 1989 among the selling stockholders. EXHIBIT M - Agreement of Termination SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February __, 1995 HW ASSOCIATES By: ---------------------------------------------- Joel D. Spungin, a Managing Agent -------------------------------------------------- Joel D. Spungin, Individually and as attorney- in-fact as noted below Attorney-in-fact for Joan Fishman* Attorney-in-fact for Melvin L. Hecktman* Attorney-in-fact for Jerold A. Hecktman* Attorney-in-fact for Barbara Mills* Attorney-in-fact for Barbara Wolf** CUSIP NO. 913004-10-7 Page 18 of 18 Pages * Pursuant to power of attorney given to Joel D. Spungin at page 15 of the Original Statement under the caption "POWER OF ATTORNEY" which power of attorney is incorporated herein by reference. A copy of such power of attorney was filed as EXHIBIT I to the Original Statement. ** Pursuant to power of attorney given to Joel D. Spungin which power of attorney is incorporated herein by reference. A copy of such power of attorney was filed as EXHIBIT J to the Original Statement. Exhibit M AGREEMENT OF TERMINATION FOR HW ASSOCIATES ------------- This AGREEMENT OF TERMINATION (the "Agreement") of HW Associates, an Illinois partnership, is made as of this tenth day of February, 1995 by Barbara Wolf, Joel D. Spungin, Melvin L. Hecktman, Jerold A. Hecktman, Joan Fishman, Barbara Mills (collectively, the "Managing Agents"), Wolf Family Investment Partnership, Spungin Family Investment Partnership, Melvin L. Hecktman Family Investment Partnership, MLH Investment Partnership, Jerold A. Hecktman Family Investment Partnership, Fishman Family Investment Partnership and Mills Family Investment Partnership (collectively, the "Partners") (the Partners and Managing Agents are collectively referred to herein as the "Parties"). Unless defined herein, capitalized terms shall have the meaning ascribed to them in the Partnership Agreement. R E C I T A L S: --------------- A. Each of the Partners is a partner of HW Associates, an Illinois partnership (the "Partnership"), organized and existing pursuant to an Agreement of Partnership dated as of September 19, 1983, as amended, (the "Partnership Agreement"). B. The Parties desire to dissolve and terminate the Partnership and distribute the Partnership's assets to the Partners. A G R E E M E N T: ----------------- NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows: Section 1. Dissolution. ---------- ----------- The Partnership shall be completely dissolved and terminated as of February 10, 1995. Section 2. Collection of Assets and Payment of Debts. ---------- ----------------------------------------- In accordance with Section 8.3 of the Partnership Agreement, upon the termination of the Partnership, the Managing Agents shall proceed to wind up the affairs of the Partnership, pay or provide for all liabilities of the Partnership and distribute the remaining assets of the Partnership to the Partners in accordance with Section 3 below. Section 3. Distribution of Assets. ---------- ---------------------- In accordance with Section 3.12 of the Partnership Agreement, upon the termination of the Partnership, all of the debts and liabilities of the Partnership shall be paid or provided for and an amount equal to the Partnership assets less the Partnership liabilities shall be distributed to the Partners in liquidation of their Partnership interests pro rata in accordance with their Units. Section 4. Miscellaneous. ---------- ------------- (a) The Managing Partners, and any one or more of them, are hereby authorized, individually and in groups of two or more, to make, execute, sign, acknowledge, deliver, file, record, amend or cancel any and all instruments, documents, reports, agreements, checks, receipts, notices or certificates as may be required or appropriate in connection with the termination, dissolution and liquidation of the Partnership. (b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single instrument. The signature pages of such counterparts may be detached therefrom after the execution of this Agreement and attached to one counterpart. IN WITNESS WHEREOF, the Parties have executed this Agreement of Termination as of the date first above written. MANAGING AGENTS: - --------------- ______________________ ______________________ Barbara Wolf Joel D. Spungin ______________________ ______________________ Melvin L. Hecktman Jerold A. Hecktman ______________________ ______________________ Joan Fishman Barbara Mills PARTNERS: - -------- WOLF FAMILY SPUNGIN FAMILY INVESTMENT PARTNERSHIP INVESTMENT PARTNERSHIP By:___________________ By:___________________ Barbara Wolf, Joel D. Spungin, General Partner General Partner MELVIN L. HECKTMAN MLH INVESTMENT PARTNERSHIP FAMILY INVESTMENT PARTNERSHIP By:____________________ By:_____________________ Melvin L. Hecktman, Melvin L. Hecktman, General Partner Managing Partner JEROLD A. HECKTMAN FAMILY FISHMAN FAMILY INVESTMENT PARTNERSHIP INVESTMENT PARTNERSHIP By:____________________ By:_____________________ Jerold A. Hecktman, Joan Fishman, General Partner General Partner MILLS FAMILY INVESTMENT PARTNERSHIP By:____________________ Barbara Mills, General Partner -----END PRIVACY-ENHANCED MESSAGE-----