-----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, bS/9bi/gHHPxzZ3QbsUVxXvpY76wT0uowwJxxXUAhaOE4W1WA1hb8xkom3DTxm1w YY5Bo9Qre/ib52iFrQYDbg== 0000950131-95-000371.txt : 19950515 0000950131-95-000371.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950131-95-000371 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950215 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33670 FILM NUMBER: 95511091 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: WOLF FAMILY INVESTMENT PARTNERSHIP CENTRAL INDEX KEY: 0000937774 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363251491 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6703 NORTH CICERO AVENUE CITY: LINCOLNWOOD STATE: IL ZIP: 60646 BUSINESS PHONE: 7086995000 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.1)/*/ United Stationers Inc. ---------------------- (Name of Issuer) Common Stock, $.10 par value ---------------------------- (Title of Class of Securities) 913004-10-7 ----------------------------------------- (CUSIP Number) Barbara Wolf c/o Scott Brown Johnson, Goldberg & Brown, Ltd. 6703 North Cicero Avenue Lincolnwood, IL 60646 (708)673-5740 --------------------------------------------- (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. [X] (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 6 of 6 Pages Item 7. MATERIAL TO BE FILED AS EXHIBITS. The purpose of this amended 13-D filing is to include EXHIBIT A which was inadvertently omitted from the previously filed draft. EXHIBIT A Agreement to Tender 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 Wolf Family Investment Partnership By: _________________________________________ Barbara Wolf, general partner EXHIBIT A AGREEMENT TO TENDER ------------------- This Agreement to Tender (the "Agreement") dated as of February __, 1995 among Associated Holdings, Inc., a Delaware corporation ("Purchaser"), and the persons whose names are set forth on Schedule A hereto (individually a "Shareholder" and collectively the "Shareholders"). Recitals: -------- A. Purchaser and United Stationers Inc., a Delaware corporation (the "Company") are simultaneously herewith entering into an Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), which provides, among other things, that Purchaser, upon the terms and subject to the conditions thereof, will make a cash tender offer for up to 92.5% of the outstanding shares of common stock, par value $.10 per share, of the Company (the "Shares") at a price of $15.50 per Share, pursuant to an Offer to Purchase and related Letter of Transmittal which together constitute the "Offer" included in a Tender Offer Statement on Schedule 14D-1 filed by Purchaser with the Securities and Exchange Commission (the "Offer Statement"), or such higher price per share pursuant to the Offer. Upon completion of the Offer, Purchaser will merge with the Company (the "Merger") and each then outstanding Share (other than certain Shares identified in Section 3.1(b) of the Merger Agreement) would be converted as provided in Section 3.1(a) of the Merger Agreement (the Offer and Merger being collectively referred to as the "Transaction"). B. As a condition to entering into the Merger Agreement, Purchaser has requested, and each of the Shareholders has agreed, to make certain agreements and covenants with Purchaser, upon the terms and subject to the conditions hereinafter set forth with respect to the respective number of Shares set forth on Schedule A hereto opposite the name of each of the Shareholders. NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties contained herein, the parties hereto agree as follows: ARTICLE I Agreement to Tender Shares -------------------------- Section 1.1 Tender. Subject to the terms and conditions of this Agreement and of the Offer, each Shareholder agrees severally for itself only to tender to Purchaser pursuant to the Offer in accordance with the terms thereof ("Tender") and not withdraw except as permitted hereby all Shares held by such Shareholder. The approximate number of Shares owned by the Shareholder are set forth on Schedule A hereto opposite the name of such Shareholder and Purchaser shall accept for payment and pay for all of such Shares Tendered by such Shareholder at the price of $15.50 per Share or such higher price to be paid under the terms of the Offer by means of a wire transfer to an account as specified by the Shareholder at the following time: one business following the Expiration Date (as defined in the Offer Statement) if the aggregate number of shares Tendered are less than the Maximum Number (as defined in the Offer Statement) or one business day following the announcement of the final proration factor should more than the Maximum Number be Tendered. In the event that any Shareholder acquires any additional Shares prior to the Tender of its Shares hereunder, all such additional Shares shall be subject to the terms of this Agreement. Notwithstanding the foregoing, no Shareholder shall be required to Tender Shares and, if such Shareholder has Tendered Shares, shall be permitted to withdraw its Shares, if this Agreement is terminated as set forth in Section 6.1 hereof. Section 1.2 Adjustment Upon Changes in Capitalization. In the event of any change in the Shares by reason of any stock dividends, split-ups, mergers, recapitalizations or other changes in the corporate or capital structure of the Company, the number and kind of Shares subject to this Agreement shall be appropriately adjusted. ARTICLE II Related Matters --------------- Section 2.1 Acquisition Transaction. The parties acknowledge that Purchaser would not have entered into the Merger Agreement without the concurrent execution of this Agreement and that each Shareholder and Purchaser would not have entered into this Agreement without the concurrent execution of the Merger Agreement. Section 2.2 Agreement to Vote. Subject to Section 6.1 hereof, each Shareholder agrees to vote all their shares set forth on Schedule A, at any meeting of shareholders, in favor of the Merger Agreement, the Merger and all transactions arising out of the Merger Agreement which require shareholder approval. The Shareholder's agreement to vote their shares shall include an agreement to execute written consents in lieu of a meeting. -2- ARTICLE III Representations and Warranties of the Shareholders ---------------------------------- Each of the Shareholders, severally, and not jointly, hereby represents and warrants to Purchaser as follows: Section 3.1 Ownership of the Shares. Such Shareholder is the record or beneficial owner with full or shared voting power of the number of Shares set forth opposite such Shareholder's name on Schedule A hereto (which are all the Shares which such Shareholder so owns of record or beneficially), and at the time of Tender will have good title, and (subject to the provisions of Section 2.2 hereof) full voting power, with respect to all such Shares, free and clear of all liens, charges, encumbrances, equities, claims and options or other defects in title which may restrict such Shareholder's ability or authority to tender, sell, and deliver such Shares hereunder. Section 3.2 Authorization; Valid and Binding Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity). Except as set forth in the Merger Agreement, no consent or approval or any court, federal or state governmental agency, or any other person or entity is required in connection with the execution and consummation of the transactions contemplated by this Agreement to permit each to carry out its obligations hereunder. Section 3.3 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will constitute a violation of, or conflict with, or constitute a default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder is bound or any judgment, decree or order applicable to such Shareholder. -3- ARTICLE IV Representations and Warranties of Purchaser ----------------------- Purchaser hereby represents and warrants to the Shareholders as follows: Section 4.1 Authorization; Valid and Binding Agreement. Purchaser has all requisite corporate power and authority to enter into this Agreement, and this Agreement has been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser, and constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principle of equity including principles of good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity). Section 4.2 Securities Matters. Purchaser is acquiring the Shares for its own account and not with a view to the public distribution thereof and will not offer to sell or otherwise dispose of the Shares acquired in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. ARTICLE V Covenants --------- Section 5.1 Other Transactions. Each Shareholder agrees severally, and for itself only, that, prior to the termination of this Agreement, such Shareholder shall not engage in any action or omission that would have the effect of preventing or disabling such Shareholder from Tendering its Shares to Purchaser. Without limiting the foregoing and except as provided in this Agreement, until the termination of this agreement such Shareholder agrees not to sell or transfer, or agree to sell or transfer, any of the Shares provided, however, that a Shareholder may transfer his or her Shares to a person, partnership, trust, or other entity so long as such person or entity agrees in writing to be bound by the terms, provisions and conditions of this Agreement. Upon such transfer, the transferor shall be released from the terms of this Agreement with regard to such transferred Shares. -4- ARTICLE VI Termination ----------- Section 6.1 Termination. This Agreement shall terminate automatically upon the earlier of (i) the Effective Time (as defined in the Merger Agreement), (ii) the termination of the Merger Agreement for any reason,or (iii) any time following the public announcement by any person of an offer to acquire at least a majority of the outstanding Shares which the Shareholder reasonably believes offers a higher economic value to the Shareholder than the Offer and where the Shareholder gives notice to Purchaser of such termination. Section 6.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 6.1, this Agreement (including, without limitation, the voting agreement set forth herein) shall forthwith become void and have no effect, without liability on the part of any party or its trustees, partners, beneficiaries, directors, officers, and shareholders or affiliates. Nothing contained in this Article VI shall relieve any party from liability for any material breach of this Agreement or the Offer. ARTICLE VII Miscellaneous ------------- Section 7.1 Expenses. Each of the parties hereto will pay all fees and expenses it incurs in connection with this Agreement, including without limitation the fees and expenses of its financial and legal advisors. Each Shareholder represents and warrants to Purchaser that such Shareholder has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transactions contemplated herein. Section 7.2 Survival of Representations, Warranties and Agreements. The representations, warranties and agreements of Purchaser and the Shareholders in this Agreement or in any instrument delivered by Purchaser and the Shareholders pursuant to this Agreement shall not survive the consummation of the Merger. Section 7.3 Assignment; Parties in Interest. Except as permitted by Section 5.2 hereof or as required by operation of law, this Agreement shall not be assignable by the parties hereto without the prior written consent of the other parties. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. -5- Section 7.4 Entire Agreement; Amendments. This Agreement and the documents referred to herein or delivered pursuant hereto which form a part hereof, contain the entire understanding of the parties with respect to its subject matter. There are no representations, warranties, agreements, promises, covenants or undertakings other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by all the parties. Any condition to a party's obligations hereunder may be waived in writing by such party. Section 7.5 Notices. All notices, claims, certificates, requests, demands and other communications ("Notices") required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon receipt of the telecopy confirmation when telecopied, upon receipt if sent by a nationally recognized overnight courier service or two (2) business days after being mailed (registered or certified mail, postage prepaid, return receipt requested), addressed as follows: (a) If to Purchaser, to: 1075 Hawthorn Drive Itasca, Illinois 60143 Telecopy: (708) 775-7509 Attention: Daniel H. Bushell With copies to: Weil, Gotshal & Manges 100 Crescent Court Dallas Texas 75201-6950 Telecopy: (214) 746-4777 Attention: Lawrence D. Stuart, Jr., Esq. (b) If to the Shareholders, to each Shareholder at the address set forth on their respective signature page to this Agreement: With copies to: Altheimer & Gray 10 South Wacker Drive Suite 4000 Chicago, Illinois 60606 Telecopy (312) 715-4800 -6- Attention: Phillip Gordon, Esq. or to such other address as the person to whom Notice is to be given may have previously furnished to the other in writing in the manner set forth above. Section 7.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without giving effect to the principles of conflicts of law thereof. Section 7.7 Severability of Provisions. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Section 7.8 Counterparts; Headings. This Agreement may be executed simultaneously in several counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. The article and section headings contained herein are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Section 7.9 Remedies. The parties hereto agree that if for any reason any party hereto shall have failed to perform its obligations under this Agreement, then any other party hereto seeking to enforce this Agreement against such non-performing party shall be entitled to specific performance and injunctive and other equitable relief, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party hereto may have against any other party hereto for any failure to perform its obligations under this Agreement. Section 7.10 Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective agreement to tender and vote contemplated by this Agreement. Section 7.11 Exculpation. Notwithstanding anything to the contrary contained herein, with respect to Shareholders which are partnerships or trusts, there shall be no personal liability hereunder on any partners or trustees with respect to the terms, conditions, representations, warranties or covenants contained in this Agreement. Purchaser shall look solely to such Shareholder and not to any partners or trustees of those Shareholders for the satisfaction of all remedies which Purchaser may have hereunder. -7- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. ASSOCIATED HOLDINGS, INC. By: _____________________________By: Title: __________________________ -8- FISHMAN FAMILY INVESTMENT PARTNERSHIP By:______________________________ Joan Fishman, General Partner Address: _________________________________ Philip Gordon, not personally, but as Tustee of the Joan Fishman Charitable Remainder Trust u/a/d 2/1/95 Address: JEROLD A. HECKTMAN FAMILY INVESTMENT PARTNERSHIP By: _____________________________ ___________________________ Jerold A. Hecktman, Jerold A. Hecktman General Partner Address: Address: _________________________________ Philip Gordon, not personally, but as Trustee of the Jerold and Ruth Hecktman Charitable Remainder Trust u/a/d 2/1/95 Address: MELVIN L. HECKTMAN FAMILY INVESTMENT PARTNERSHIP By: _____________________________ ___________________________ Melvin L. Hecktman, Melvin L. Hecktman General Partner Address: Address: MLH INVESTMENT PARTNERSHIP ___________________________ Philip Gordon, not personally, but as Trustee of the Julie B. Hecktman Charitable By: _____________________________ Melvin L. Hecktman, Address: Managing General Partner Address: _________________________________ Charitable Remainder Trust u/a/d 2/1/95 Address: _________________________________ Philip Gordon, not personally, but as Trustee of the Sherri A. Sheftel Charitable Remainder Trust u/a/d 2/1/95 Address: MILLS FAMILY INVESTMENT PARTNERSHIP By: _____________________________ Barbara Wolf, General Partner Address: _________________________________ Philip Gordon, not personally, but as Trustee of the Barbara Mills Charitable Remainder Trust u/a/d 2/1/95 Address: WOLF FAMILY INVESTMENT PARTNERSIP By: _____________________________ Barbara Wolf Savage, General Partner Address: _________________________________ Philip Gordon, not personally, but as Trustee of the Barbara Wolf Savage Charitable Remainder Trust u/a/d 2/1/95 Address: _________________________________ JOEL D. SPUNGIN Joel D. Spungin INVESTMENT PARTNERSHIP _________________________________ Marilyn G. Spungin By: ___________________________ Joel D. Spungin, Partner _________________________________ Debra A. Spungin _______________________________ Marc A. Spungin _________________________________ Philip Gordon, not personally, _______________________________ but as Trustee of the Joel and Marilyn G. Spungin, not Marilyn Spungin Charitable personally, but as Co- Remainder Trust u/a/d 2/1/95 Trustee of the Joel J. Spungin Family Trust u/a/d 11/15/90 _______________________________ Robert B. Scadron, not personally, but as Co- Trustee of the Joel D. Spungin Family Trust u/a/d 11/15/90 _______________________________ Philip Gordon, not personally, but as Trustee of the Joel and Marilyn Spungin Charitable Remainder Trust u/a/d 2/1/95 SCHEDULE A ----------
Number of Shareholder Shares ----------- --------- Fishman Family Investment Partnership 586,134 Joan Fishman Charitable Remainder Trust u/a/d 50,000 2/1/95 Jerold A. Hecktman Family Investment Partnership 902,795 Jerold A. Hecktman 4,385 Jerold and Ruth Hecktman Charitable Remainder 200,000 Trust u/a/d 2/1/95 Melvin Hecktman 6,667 Melvin L. Hecktman Family Investment Partnership 203,835 Melvin and Judith Hecktman Charitable Remainder 80,000 Trust u/a/d 2/1/95 MLH Investment Partnership 863,670 Mills Family Investment Partnership 533,197 Barbara Mills Charitable Remainder Trust u/a/d 50,000 2/1/95 Wolf Family Investment Partnership 921,057 Barbra Wolf Savage Charitable Remainder Trust 133,333 u/a/d 2/1/95 Joel D. Spungin 101,468 Joel and Marilyn Spungin Charitable Remainder 33,333 Trust u/a/d 2/1/95 Joel D. Spungin Investment Partnership 1,000 Joel D. Spungin Family Trust 57,682 Marilyn G. Spungin 7,648 Debra A. Spungin 4,856
Marc A. Spungin 4,868 Steven M. Spungin 4,856 --------- Total 4,750,784 =========
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