-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9lNRR8krSOIL6uLPbiAeShf/tnqr+C6cdyB4S2MyhHn3G/BNDooYi1zBDI04ISR M8Jb6JsmPWCeRMrbMWeuGQ== 0000355999-95-000026.txt : 19951004 0000355999-95-000026.hdr.sgml : 19951004 ACCESSION NUMBER: 0000355999-95-000026 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19951003 SROS: NASD FILER: 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-62739 FILM NUMBER: 95578219 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 7086995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 S-3/A 1 FORM S-3 DOCUMENT 2 As filed with the Securities and Exchange Commission on October 2, 1995. Registration Statement No. 33-62739 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 AMENDMENT NO.1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 United Stationers Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 36-3141189 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2200 East Golf Road Des Plaines, Illinois 60016-1267 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Thomas W. Sturgess Chairman of the Board 750 N. St. Paul Street, Suite 1200 Dallas, Texas 75201 (214) 720-1313 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement ________________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Title of each maximum aggregate class of securities Amount to beOffering Price Offering Registration to be registered RegisteredPer Unit (1) Price (1) Fee Common Stock $.10 672,000 $27 $18,144,000 $6,256.55 Class A (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). PROSPECTUS 672,000 Shares United Stationers Inc. Common Stock, Class A ($0.10 Par Value) Certain warrants have been issued by United Stationers Inc. (the "Company") to replace warrants previously issued by Associated Holdings, Inc. and outstanding on March 30, 1995, at the time of the merger between Associated Holdings, Inc. and United Stationers Inc. The warrants permit the holders thereof to exercise the right to convert the warrants into non-voting common stock of the Company and/or into Class A Common Stock ($0.10 par value) ("Shares") of the Company. This Prospectus relates to 672,000 authorized and unissued shares of Class A Common Stock reserved for issuance upon exercise of the warrants and conversion thereof to Class A Common Stock. Of the 672,000 shares of Class A Common Stock to be offered hereunder, none are being sold by the Company. The Class A Common Stock is traded over-the-counter in the NASDAQ National Market System under the symbol USTR. The last sale price as quoted by NASDAQ was $ 28.38. ______________________________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________________________________________ The date of this Prospectus is October 2, 1995. No person is authorized to give any information or to make any representations other than those contained in this Prospectus, and if given or made such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Company since the date hereof. __________________ TABLE OF CONTENTS Page Available Information 2 Incorporation of Certain Documents by Reference 3 Summary Information 4 Description of Securities to be Registered 4 Plan of Distribution 6 Use of Proceeds 6 Determination of Offering Price 6 Selling Security Holders 6 Experts 7 Legal Opinion 7 Indemnification of Directors and Officers 7 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the ''Exchange Act''), and in accordance therewith files reports, proxy and information statements and other information with the Commission. Such reports, proxy and information statements and other information filed by United with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at Seven World Trade Center, 13th Floor, New York, New York 10007 and at Northwestern Atrium Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661-2551. Copies of such material can also be obtained from the principal office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Regardless of whether the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the ''Required Filing Dates'') by which the Company would have been required so to file such documents if the Company were so subject. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Prospectus incorporates by reference documents that are not presented herein or delivered herewith. Copies of any such documents filed by the Company with the Commission, including exhibits to such documents, are available upon request, and without charge, from United Stationers Inc., 2200 East Golf Road, Des Plaines, Illinois 60016, Attention: Investor Relations Department (telephone: (708) 699-5000). The following documents, which have been filed by the Company with the Commission, are hereby incorporated by reference in this Prospectus: (i) Annual Report on Form 10-K for the fiscal year ended August 31, 1994; (ii) Transition Report on Form 10-K for the period September 1, 1994 through March 30, 1995; (iii) Quarterly reports on Form 10-Q for the quarterly periods ended March 31, 1995 and June 30, 1995; (iv) Amendment to Form 10-Q for the period ended June 30, 1995 (Form 10-Q/A); (v) Registration Statement on Form S-1 for the Company and its subsidiary filed and effective August 31, 1995, registering certain Notes under the Securities Act`of 1933, as amended (the "Securities Act"); (vi) The descriptions of the Common Stock, warrants and other Company securities contained in the Registration Statements filed under Section 12 of the Exchange Act, including any other amendments or reports filed for the purpose of updating such descriptions. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of Common Stock shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed documents that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements, and the related notes thereto, included elsewhere in this Prospectus and in the documents incorporated herein by reference. The Company United Stationers Inc. is the parent company for its wholly owned subsidiary, United Stationers Supply Co. ("United"). Except where the context clearly indicates otherwise the term "Company" as hereinafter used includes United Stationers Inc. together with its subsidiary. The executive offices of the Company are located at 2200 East Golf Road, Des Plaines, Illinois 60016-1267 (telephone: (708) 699-5000). The Company is the largest office products wholesaler in the United States. As a result of the mergers of the Company with Associated Holdings, Inc. ("AHI") and of United with Associated Stationers, Inc. ("ASI") on March 30, 1995, the Company's net sales on a pro forma basis for 1994 were approximately $2.0 billion, and for the six months ended June 30, 1995 were approximately $ 1.1 billion. Through its extensive office products catalogs, the Company markets a full line of over 25,000 (post-consolidation) branded and private brand office and other related business products (''office products''), including traditional office supplies; office furniture and desk accessories; office machines, equipment and supplies; computer hardware, peripherals and supplies; and facilities management supplies, including sanitation products and janitorial items. These products are offered through a network of 39 (post-consolidation) strategically located distribution centers to over 14,000 resellers, consisting principally of commercial dealers and contract stationers, retail dealers, superstores, mail order companies and mass merchandisers. Although the office products distribution industry has seen many changes over the past decade, including the growth of national superstores and a consolidation among wholesalers, dealers and contract stationers, large national wholesalers have continued to perform a significant role in the distribution of office products. For manufacturers, the wholesaler provides wide market coverage, assumes credit risk, carries inventory and processes smaller orders than manufacturers can economically service. In addition, wholesalers provide resellers with prompt service and delivery, a source for filling small quantity orders and the opportunity to obtain credit, minimize investment in inventory and access marketing resources and technical support. The Company is currently engaged in implementing its consolidation plan to integrate the two separate office products wholesale businesses conducted by United and ASI prior to the merger. United is a wholly owned subsidiary of the registrant, which has no operations independent of those of United. DESCRIPTION OF SECURITIES TO BE REGISTERED The securities to be registered consist of 672,000 Shares to be issued upon exercise of certain warrants. On January 31, 1992 AHI entered into a Warrant Agreement with Chase Manhattan Investment Holdings, Inc. ("CMIHI") (the "Lender Warrant Agreement") pursuant to which it issued to CMIHI and certain of ASI's senior lenders warrants ("Lender Warrants") entitling the holders thereof to acquire an aggregate of 150,340 shares of AHI common stock. In connection with the purchase by AHI of Lynn-Edwards in October 1992, the warrant holders received warrants for an additional 50,935 shares. On March 30, 1995, in connection with the merger of AHI with the Company, the Lender Warrants were assumed by the Company, and now allow the holders thereof to acquire an aggregate of 672,000 Shares (or, at the option of the warrant holder, shares of Nonvoting Common Stock of the Company), at an exercise price of $0.0029 per Share; provided, however, that the exercise price shall never be lower than par value of the Shares or Nonvoting common stock, as applicable. Prior to the merger, Wingate Partners, Wingate II, Wingate Affiliates, L.P., Wingate Affiliates II, L.P. and Daniel J. Good purchased from one of AHI's former senior lenders warrants exercisable for an aggregate of 238,795 Shares for an aggregate of approximately $1.7 million. The following is a summary of the material terms of the Lender Warrants: The Lender Warrants contain customary antidilution provisions and are exercisable through January 31, 2001. In addition, the Company is entitled to repurchase the Lender Warrants at any time after January 31, 1999 at the greater of the then fair market value of the Shares (less the applicable exercise price for the Lender Warrants) or the Equity Value (which is defined generally as (i) five times the Company's consolidated earnings before interest, taxes, and depreciation and amortization minus (ii) non-convertible debt of the Company and its consolidated subsidiaries minus (iii) preferred stock of the Company plus (iv) cash and cash equivalents). In the event, the Company repurchases Lender Warrants or Shares pursuant to the call option granted under the Lender Warrants and, within twelve months after the date of such repurchase, the Company, any subsidiary of the Company, or Wingate Partners, Cumberland, or Good Capital or their associates has entered into any contract relating to a merger of the Company or sale of all or substantially all of the assets of the Company or any subsidiary of the Company (a "Look Back Event"), the Company is required to make a payment to each holder whose Lender Warrants or Shares were repurchased in an amount generally equal to (i) the excess of the fair market value of the consideration received by the Company, the subsidiaries and the stockholders of the Company (on a per share basis) in connection with the Look Back Event over (ii) the sum of (a) the amount paid to such holder pursuant to the exercise by the Company of its call option plus (b) imputed interest on such amount through the date of repurchase at the base rate under the Company's existing senior credit agreement. The Lender Warrants also contain certain put rights which require the Company to repurchase such Lender Warrants upon the earlier of January 31, 1997 or the occurrence of certain extraordinary corporate events. The purchase price payable by the Company upon exercise of the put rights is the greater of the then fair market value of the Shares (less the applicable exercise price of the Lender Warrants) or the Equity Value. Because AHI refinanced all of its existing indebtedness in connection with the Acquisition (including its indebtedness under old Associated Term Loans), the Lender Warrants were amended to provide that no put rights may be exercised thereunder until February 10, 1996. The Lender Warrants provide the holders with certain "tag along rights" which entitle such holders to participate, on a pro rata basis, in certain sales of Shares by Wingate Partners, Cumberland, Boise Cascade, Good Capital or any of their subsidiaries, affiliates (but excluding any limited partners of Wingate as such) or associates. Pursuant to the Lender Warrants, Wingate Partners has been granted certain "go along rights" which are triggered (subject to certain exceptions) in the event (i) Wingate Partners sells 100% of its equity interest in the Company in a private offering, (ii) all or substantially all of the assets of the Company are sold and the proceeds of such sale are distributed to the stockholders of the Company or (iii) the Company participates in a merger or consolidation. In the event Wingate Partners exercises its "go along rights" in connection with the occurrence of one of the events described above, each holder of Lender Warrants would become obligated to sell all Lender Warrants and Shares held by such holders in the applicable transaction and to vote all Shares in favor of such transaction. The Lender Warrants contain a mechanism whereby after the Lender Warrants (or a portion thereof) have been sold pursuant to the put rights, tag along rights, or go along rights under the Lender Warrants (provided that such events have occurred prior to January 31, 1999), each holder of Tranche B Warrants is required to be paid in the event the amount earned by all holders of the Tranche B Warrants exceeds $6,500,000 and such holders received an internal rate of return on their investment represented by the Tranche B portion of the Old Associated Term Loans of at least 25%. The Refunded Amount ranges from 10.0% of amounts earned on the Tranche B Warrants to 40% of such amounts, depending upon the amount by which the aggregate amount earned by all holders of the Tranche B Warrants exceeds $6,500,000 and the internal rate of return received by such holders on their investment represented by the Tranche B portion of the Old Associated Term Loans exceeds 25%. Pursuant to the terms of the Lender Warrants, if at any time, the Company does not have securities registered under Section 12(b) or 12(g) of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange Act, the holders of the Lender Warrants will be entitled to preemptive rights with respect to certain issuances of Shares by the Company and to board observation rights for meetings of the boards of directors of the Company and its subsidiaries. The Lender Warrants also contain certain covenants and agreements with respect to, among other things, (i) transactions with affiliates (other than the payment of a limited amount of management fees to Wingate Partners, Cumberland and Good Capital), (ii) certain mergers, reorganizations, recapitalization and other events with respect to the Shares, (iii) the redemption of Shares, (iv) changes of the fiscal year of the Company, (v) the taking of actions that would cause the Company or any subsidiary of the Company to own less than 80% of any subsidiary of the Company except that the Company and each subsidiary of the Company may own a percentage of the stock of any such subsidiary not lower than the percentage owned at the effective time of the Merger, (vi) delivery of financial statements of the Company and (vii) indemnification. In connection with the issuance of the Lender Warrants, AHI on January 31, 1992, entered into a registration rights agreement (the "Lender Registration Rights Agreement") with the holders of the Lender Warrants pursuant to which it granted to such holders certain rights with respect to registration under the Securities Act of shares of AHI Common Stock issuable to them upon exercise of the Lender Warrants. The Company assumed the obligations of AHI under the Lender Registration Rights Agreement by operation of law in connection with the Merger and such agreement has been amended accordingly. Pursuant to the amended agreement, the Company agreed to use its best efforts to effect a "shelf" registration of all Shares issuable or issued upon exercise of the Lender Warrants and subject to the agreement as promptly as practicable following the sixtieth day after the Merger. In addition, the holders of a majority of the Shares issuable or issued upon exercise of the Lender Warrants and subject to the agreement will be able to require the Company, after consummation of a public offering of Shares meeting certain specified criteria, and after satisfaction of certain other conditions, to effect up to five registrations of all or part of the Shares held by them. The Company is not required to honor any request to register Shares if the request is received less than 300 days following the effective date of any previous registration statement filed in connection with any such request. Upon receipt of a written request to register a holder's Shares, the Company must send notice to the other holders subject to the agreement and permit them to also request to have their respective Shares registered under the Securities Act. Registrations effected at the request of the holders will be at the expense of the Company (excluding underwriting discounts and commissions). PLAN OF DISTRIBUTION The Shares registered hereunder, when received by warrant holders upon exercise of the warrants, will be available for sale and will be sold in open-market transactions by the warrant holders or in such other appropriate manner as the warrant holders may elect. USE OF PROCEEDS The Company will realize no proceeds from the sale of the securities under this registration statement, such sellers having received their common stock pursuant to the exercise of the warrants described herein. DETERMINATION OF OFFERING PRICE The offering price will be based on the market price of the Company's Common Stock at the time or times of sale thereof by the selling shareholders. SELLING SECURITY HOLDERS The common stock to be sold hereunder has been or will be acquired by the following holders of warrants: Common Stock Amount to Amount to Percent of Class Warrant Holder Owned Be Offered be owned* Class Outstanding* Owned(1) Be Offered be owned (2) Outstanding(2) Chase Manhattan Investment Holdings, Inc. 379,497 237,748 617,245 9.85 Arab Banking Corporation 24,409 57,747 82,156 1.35 The Long-Term Credit Bank of Japan, Ltd., Chicago Branch 0 86,621 86,621 1.42 The Provident Bank 720 58,978 59,698 - Wingate Partners, L.P. 2,134,289 85,798 2,220,087 36.31 Wingate Partners II, L.P. 558,687 120,126 678,813 11.04 Wingate Affiliates, L.P. 37,047 1,489 38,536 - Wingate Affiliates II, L.P. 9,817 2,076 11,893 - Daniel J. Good 81,057 21,377 102,434 1.69 (1) Includes both Nonvoting common stock and Class A Common Stock ("Shares"), as applicable (2) Assumes exercise of all warrants and conversion to Class A Common Stock EXPERTS The consolidated financial statements and financial statement schedules of United Stationers Inc. and its consolidated subsidiaries included in United Stationers Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 1994, in its Transition Report on Form 10-K for the period from September 1, 1994 through March 30, 1995, and in its Registration Statement on Form S-1 as filed August 30, 1995, which are incorporated by reference in this Prospectus, have been audited respectively by Arthur Andersen LLP, and Ernst & Young LLP, independent public accountants, as indicated in their reports with respect thereto, which are incorporated by reference herein in reliance upon such reports given upon the authority of said firms as experts in accounting and auditing. With respect to the unaudited consolidated interim financial information for the three-month periods ended March 31, 1995 and June 30, 1995, incorporated by reference in this Prospectus, Ernst & Young LLP have reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports included in United Stationers Inc.'s Quarterly reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995, and incorporated herein by reference, state that they did not audit and they do not expess an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. The independent auditors are not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim financial information because those reports are not a "report" or a "part" of the Registration Statement ptepared or certified by the auditors within the meaning of Sections 7 and 11 of the Act. LEGAL OPINION The legality of the shares of Common Stock to be offered hereby has been passed upon for United Stationers Inc. by Otis H. Halleen, counsel to United Stationers Inc. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law ("DGCL"), the Restated Certificate of Incorporation and the By-Laws of the Company provide for indemnification of directors and officers to the fullest extent permitted by the DGCL. In addition, the directors and officers of the Company and United are insured under certain insurance policies insuring them against liabilities arising from such claims for wrongful acts in their capacities as directors and/or officers. Pursuant to Sections 102 and 145 of the DGCL, the Company generally has the power to indemnify its present and former directors and officers against expenses incurred by them in connection with any suit to which such directors and officers are, or are threatened to be made, a party by reason of their serving in such positions, so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The above discussion of the Restated Certificate of Incorporation and By-laws of the Company and of Sections 102 and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such Certificate of Incorporation, By-laws and the DGCL. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person thereof in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the expenses payable in connection with the offering of the securities to be registered and offered hereby. All of such expenses are estimates, other than the registration fee payable to the Securities and Exchange Commission. Securities and Exchange Commission Registration Fee $ 6,256.55 Legal Fees and Expenses 15,000.00 Miscellaneous 2,000.00 __________ Total $ 23,256.55 Item 15. Indemnification of Officers and Directors. [Included in Prospectus] Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits 3.1 Restated Certificate of Incorporation of the Company (Exhibit 3(a) to the Company's Report on Form 10- K dated November 19, 1987 (5). 3.2 Restated By-Laws of the Company (2). 3.3 Certificate of Ownership and Merger merging Associated into the Company (3) 4.1 Indenture, dated as of May 3, 1995, among United, as Issuer, the Company, as Guarantor, and The Bank of New York, as Trustee (3). 4.2 Form of Old Note (included in Exhibit 4.1, Exhibit A) (3). 4.3 Form of New Note (included in Exhibit 4.1, Exhibit A) (3). 4.4 First Supplemental Indenture, dated as of July 28, 1995, among United, the Company as Guarantor, and the Bank of New York, as Trustee (2) 9.1 Voting Trust Agreement, dated as of January 31, 1992, among the Company, the stockholders party thereto and Messrs. Sturgess, Hegi, Miller, Good and Johnson, as voting trustees (2). 9.2 First Amendment to Voting Trust Agreement, dated as of March 30, 1995, among the Company, the stockholders party thereto and Messrs. Sturgess, Hegi, Miller, Good and Johnson, as voting trustees (2). 9.3 Letter agreement, dated March 30, 1995, between the Company (as successor-in-interest to Associated) and Boise Cascade regarding the Voting Trust Agreement (2). 10.1 Credit Agreement, dated as of March 30, 1995, among the Company, United, certain Lenders named therein and Chase Bank, as Agent and Lender (3). 10.2 Waiver and Amendment No. 1, dated as of April 13, 1995, among the Company, United, each of the lenders party thereto and Chase Bank (2). 10.3 Assumption Agreement, dated as of March 30, 1995, among the Company, United and Chase Bank, as agent (included in Exhibit 10.1, Exhibit F) (2). 10.4 Revolving Credit Notes, dated March 30, 1995, issued under the Credit Agreement (included in Exhibit 10.1, Exhibit A-1) (2). 10.5 Form of Tranche A Term Loan Note, issuable under the Credit Agreement (included in Exhibit 10.1, Exhibit A-2) (2). 10.6 Form of Tranche B Term Loan Note, issuable under the Credit Agreement (included in Exhibit 10.1, Exhibit A-3)(2). 10.7 Security Agreement, dated as of March 30, 1995, between United and Chase Bank, as agent (2). 10.8 Form of Indenture of Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of March 30, 1995, by United in favor of Chase Bank (2). 10.9 Registration Rights Agreement, dated as of April 26, 1995, among the Company, United and the Initial Purchaser (2). 10.10 Purchase Agreement, dated April 26, 1995, among the Company, United and the Initial Purchaser (2). 10.11 Registration Rights Agreement, dated as of January 31, 1992, between the Company (as successor-in- interest to Associated) and CMIHI (2). 10.12 Amendment No. 1 to Registration Rights Agreement, dated as of March 30, 1995, among the Company (as successor-in-interest to Associated), CMIHI and certain other holders of Lender Warrants (2). 10.13 Amended and Restated Registration Rights Agreement, dated as of March 30, 1995, among the Company (as successor-in-interest to Associated), Wingate Partners, Cumberland Capital Corporation, Good Capital Co., Inc., Boise Cascade and certain other Company stockholders (2). 10.14 Warrant Agreement, dated as of January 31, 1992, among the Company (as successor-in-interest to Associated), United (as successor-in-interest to ASI) and CMIHI (2). 10.15 Amendment No. 1 to Warrant Agreement, dated as of October 27, 1992, among the Company (as successor-in-interest to Associated), United (as successor-in-interest to ASI), CMIHI and the other parties thereto (2). 10.16 Amendment No. 2 to Warrant Agreement, dated as of March 30, 1995, among the Company (as successor-in-interest to Associated), United (as successor-in-interest to ASI), CMIHI and the other parties thereto (2). 10.17 Warrant Agreement, dated as of January 31, 1992, between the Company (as successor-in-interest to Associated) and Boise Cascade (2). 10.18 Amendment No. 1 to Warrant Agreement, dated as of March 30, 1995, between the Company (as successor-in-interest to Associated) and Boise Cascade (2). 10.19 Investment Banking Fee and Management Agreements, dated as of January 31, 1992, among United, the Company and each of Wingate Partners, Cumberland Capital Corporation and Good Capital Co., Inc. (2). 10.20 Amendment No. 1 to Investment Banking Fee and Management Agreements, dated as of March 30, 1995, among the Company, United and each of Wingate Partners, Cumberland Capital Corporation and Good Capital Co., Inc. (2). 10.21 Employment Agreements, dated as of January 31, 1992, among the Company (as successor-in-interest to Associated), United (as successor-in-interest to ASI) and each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller, Daniel J. Schleppe, Duane J. Ratay and Daniel H. Bushell (2). 10.22 1992 Management Stock Option Plan, dated as of January 31, 1992 (2). 10.23 Amendment No. 1 to 1992 Management Stock Option Plan, dated as of March 30, 1995 (2). 10.24 Letter agreements, dated January 31, 1992, between the Company (as successor-in-interest to Associated) and each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller, Daniel J. Schleppe, Duane J. Ratay and Daniel H. Bushell regarding grants of stock options (2). 10.25 Amendment to Stock Option Grants, dated as of March 30, 1995, between the Company (as successor- in-interest to Associated) and each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller, Daniel J. Schleppe, Duane J. Ratay and Daniel H. Bushell (2). 10.26 Executive Stock Purchase Agreements, dated as of January 31, 1992, among the Company (as successor-in-interest to Associated) Wingate Partners, ASI Partners, L.P. and each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller and Daniel J. Schleppe (2). 10.27 First Amendments to Executive Stock Purchase Agreements, dated as of March 30, 1995, among the Company (as successor-in- interest to Associated), Wingate Partners, ASI Partners, L.P. and each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller and Daniel J. Schleppe (2). 10.28 Agreement for Data Processing Services, dated January 31, 1992, between United (as successor-in- interest to ASI) and Affiliated Computer Services, Inc. (2). 10.29 First Amendment to Agreement for Data Processing Services, dated as of June 22,1995, between United and Affiliated Computer Services, Inc. (2). 10.30 Lease Agreement, dated as of March 4, 1988, between Crow- Alameda Limited Partnership and Stationers Distributing Company, Inc., as amended (2). 10.31 Industrial Real Estate Lease, dated as of May 17, 1993, among Majestic Realty Co. and Patrician Associates, Inc., as landlord, and United Stationers Supply Co., as tenant (2). 10.32 Standard Industrial Lease, dated as of March 15, 1991, between Shelley B. & Barbara Detrick and Lynn Edwards Corp. (2). 10.33 Lease Agreement, dated as of January 12, 1993, as amended, among Stationers Antelope Joint Venture, AVP Trust, Adon V. Panattoni and Yolanda M. Panattoni, as landlord, and United Stationers Supply Co., as tenant (2). 10.34 Lease, dated as of February 1, 1993, between CMD Florida Four Limited Partnership and United Stationers Supply Co., as amended (2). 10.35 Standard Industrial Lease, dated March 2, 1992, between Carol Point Builders I and Associated Stationers, Inc. (2). 10.36 Lease, dated March 22,1973, between National Boulevard Bank of Chicago, as trustee under Trust Agreement dated March 15, 1973 and known as Trust No. 4722, and United Supply Company, as amended (2). 10.37 Lease Agreement, dated July 20, 1993, between OTR, acting as the duly authorized nominee of the Board of the State Teachers Retirement System of Ohio, and United Stationers Supply Co., as amended (2). 10.38 Lease Agreement, dated as of December 20, 1988, between Corporate Property Associates 8, L.P., and Stationers Distributing Company, Inc., as amended (2). 10.39 Industrial Lease, dated as of February 22, 1988, between Northtown Devco and Stationers Distributing Company, as amended (2). 10.40 Lease, dated as of April 17, 1989, between Isaac Heller and United Stationers Supply Co., as amended (2). 10.41 Lease Agreement, dated as of May 10, 1984, between Westbelt Business Park Joint Venture and Boise Cascade Corporation, as amended (2). 10.42 Lease, dated as of January 19, 1981, between Propco, Inc. and Crown Zellerbach Corporation, as amended (2). 10.43 Lease Agreement, dated as of August 17, 1981, between Gulf United Corporation and Crown Zellerbach Corporation, as amended (2). 10.44 Lease Agreement, dated as of March 31, 1978, among Gillich O. Traughber and J.T. Crain, Joint Venturers, and Boise Cascade Corporation, as amended (2). 10.45 Lease Agreement, dated November 7, 1988, between Delaware ll Associates and Stationers Distributing Company, Inc., as amended (2). 10.46 Lease Agreement, dated November 7, 1988, between Central East Dallas Development Limited Partnership and Stationers Distributing Company, Inc., as amended (2). 10.47 Lease Agreement, dated as of March 17, 1989, between Special Asset Management Company of Texas, Inc., and Stationers Distributing Company, Inc., as amended (2). 10.48 Sublease, dated January 9, 1992, between Shadrall Associates and Stationers Distributing Company, Inc. (2). 10.49 Industrial Lease, dated as of June 12, 1989, between Stationers Distributing Company, Inc. and Dual Asset Fund V, as amended (2). 10.50 Lease Agreement, dated as of July, 1994, between Bettilyon Mortgage Loan Company and United Stationers Supply Co. (2). 10.51 Agreement of Lease, dated as of January 5, 1994, between the Estate of James Campbell, deceased, and United Stationers Supply Co. (2). 10.52 Executive Bonus Plan (Exhibit 10(a)(i)(F) to Registrant's Report on Form 10-K dated November 17, 1988) (5). 10.53 Amendment to Executive Bonus Plan adopted February 13,1995 (4). 10.54 Supplemental Benefits Plan as amended and restated as of July 13, 1988 (Exhibit 10(a)(H)(1) to Registrant's Report on Form 10- K dated November 17,1988) (5). 10.55 Management Incentive Plan (Exhibit 10(a)(i)(L) to Registrant's Report of Form 10-K dated November 17, 1988) (5). 10.56 Amendment to Management Incentive Plan (Exhibit 10(a)(i)(C)(1) to Registrant's Report on Form 10-K dated November 23, 1994) (5). 10.57 Amendment to Management Incentive Plan adopted February 13, 1995 (4). 10.58 Profit Sharing PluSavings Plan (Exhibit 10(a)(i)(F)(2) (f) to United's Report on Form 10-K dated November 20,1989) (5). 10.59 United Stationers Supply Co. Pension Plan as amended (See Registrant's Reports on Form 10-K for the fiscal years ended August 31, 1985, 1986, 1987 and 1989) (5). 10.60 Amendment to Pension Plan adopted February 10, 1995 (4). 10.61 Amended and Restated Employment and Consulting Agreement dated April 15, 1993 between United, the Registrant and Joel D. Spungin (Exhibit 10(b) to United's Report on Form 10-K dated November 22, 1993) (5). 10.62 Amendment dated February 13, 1995 to the Amended and Restated Employment and Consulting Agreement between United, the Registrant and Joel D. Spungin (4). 10.63 Form of Employment and Consulting Agreement between United, the Registrant and certain executive officers (Exhibit 10(j) to Registrant's Report on Form 10-K dated November 19, 1987) (5) 10.64 Amendment dated February 13, 1995 to Employment and Consulting Agreement between United, the Registrant and Jerold A. Hecktman (4). 10.65 Amendment dated February 13, 1995 to Employment and Consulting Agreement between United, the Registrant and Ted S. Rzeszuto (4). 10.66 Amendment dated February 13, 1995 to Employment and Consulting Agreement between United, the Registrant and Otis H. Halleen (4). 10.67 Amendment dated February 13, 1995 to Employment and Consulting Agreement between United, the Registrant and Robert H. Cornell (4). 10.68 Amendment dated February 13, 1995 to Employment and Consulting Agreement between United, the Registrant and Steven R. Schwarz (4). 10.69 Employment and Consulting Agreement dated March 1, 1990 between United, the Registrant and Jeffrey K. Hewson (Exhibit 10(1) to Registrant's Report on Form 10-K dated November 20, 1980) (5). 10.70 Amendment dated April 10, 1991 of Employment and Consulting Agreement between United, the Registrant and Jeffrey K. Hewson (Exhibit 10(l)(i) to Registrant's Report on Form 10-K dated November 25, 1991) (5). 10.71 Amendment dated September 1, 1994 of Hewson Employment and Consulting Agreement (Exhibit 10(e)(ii) to Registrant's Report on Form 10-K dated November 23, 1994) (5). 10.72 Amendment to Employment and Consulting Agreement dated February 13,1995 between United, the Registrant and Jeffrey K. Hewson (4). 10.73 Severance Agreement between United, the Registrant and James A. Pribel dated February 13, 1995 (4). 10.74 Letter Agreement dated February 13, 1995 between United and Ergin Uskup (4). 10.75 Form of Director's Agreement to Cash Out and Cancel Stock Options dated February 13, 1995 (Exhibit 10.53 to Registrant's Form 10-K dated June 27, 1995) (5). 10.77 Form of Employee's Agreement to Cash Out and Cancel Stock Options dated February 13, 1995 (Exhibit 10.54 to Registrant's Form 10-K dated June 27, 1995) (5). 10.78 USI Employee Benefits Trust Agreement dated March 21, 1995 between the Registrant and American National Bank and Trust Company of Chicago as Trustee (4). 10.79 USI Bonus Benefits Trust Agreement dated March 21, 1995 between the Registrant and American National Bank and Trust Company of Chicago as Trustee (4). 10.80 Certificate of Insurance covering directors' and officers' liability insurance effective November 1, 1994 through November 1, 1995 (Exhibit 10.57 to Registrant's Form 10-K dated June 27, 1995) (5). 10.81 Certificate of Insurance covering directors' and officers' liability insurance effective March 30, 1995 through March 30, 1996 (1) 10.82 Amendment to Medical Plan Document for United (4). 10.83 United Severance Plan, adopted February 10, 1995 (4). 10.84 Securities Purchase Agreement, dated as of July 28. 1995, among the Registrant, Boise Cascade, Wingate Partners, Wingate ll, Wingate Affiliates, LP., Wingate Affiliates Il, L.P., ASI Partners lll, LP., the Julie Good Mora Grantor Trust and the Laura Good Stathos Grantor Trust (2). 10.85 Waiver dated July 25, 1995 among the Registrant, United, each of the lenders party thereto and Chase Bank (1) 15 Letter from Ernst & Young LLP, independent certified public accountants, regarding unaudited interim financial information (2) 21 Subsidiaries of the Company (1) 23.1 Consent of Arthur Andersen LLP, independent public accountants (1) 23.2 Consent of Ernst & Young LLP, independent public accountants (1) ________________ (1) Filed herewith. (2) Incorporated by reference to Form S-1 Registration Statement and Amendments thereto filed by the Company and United as filed on or before August 30, 1995. (3) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1995. (4) Incorporated by reference to Registrant's Schedule 14D-9 dated February 21, 1995. (5) Incorporated by reference to other prior filings of Registrant as indicated For Exchange Act filings, see Commission File No. 0-10653. (b) Financial Statement Schedules All schedules have been omitted since the required information is either not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto incorporated herein by reference. Item 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms different from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Plaines, State of Illinois, on October 2, 1995. United Stationers Inc. By: s/ Thomas W. Sturgess Thomas W. Sturgess Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date s/ Thomas W. Sturgess Chairman of the Board, President October 2, 1995 Thomas W. Sturgess and Chief Executive Officer ________*________________ Executive Vice President October 2, 1995 Michael D. Rowsey and a Director s/ Daniel H. Bushell Executive Vice President, Chief Financial October 2, 1995 Daniel H. Bushell Officer and Secretary, (principal financial and accounting officer) * ___ Director October 2, 1995 Jeffrey K. Hewson * Director October 2, 1995 Frederick B. Hegi, Jr. * Director October 2, 1995 James A. Johnson __s/Thomas W. Sturgess Thomas W. Sturgess Attorney-in-fact EX-10.81 2 EXHIBIT 10-81 ACORD Certificate of Insurance Issue Date: 9/07/95 Producer: Rollins Hudig Hall of Illinois 123 N. Wacker Drive Chicago, Illinois 60606 Insured: United Stationers Inc. 2200 East Golf Road Des Plaines, IL 60016-1267 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies below. Companies affording coverage: A National Union Fire Ins. Co. B Federal Insurance Co. Coverages: This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated, notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Type of Insurance: A Directors & Officers Liability Policy Number: 4446913 Policy Effective Date: 3/30/95 Policy Expiration Date: 3/30/96 Limits: $5,000,000 Aggregate ***Deductible $250,000 Description of operations/locations/vehicles/special items: ***Deductible applies to company reimbursement and indemnification loss. (B) Excess Directors & Officers Liab. - Policy #8146-02-02 Policy Term: 3/30/95-96 5,000,000 aggregate limits XS of underlying 5,000,000 limit & 250,000 retention Certificate Holder: Evidence of Insurance Only Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named to the left, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. Authorized Representative: Lori A. Pitiusaitis 521154000 EX-21 3 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT United Stationers Supply Co., an Illinois corporation - wholly owned EX-15 4 Exhibit 15 September 18, 1995 The Board of Directors United Stationers Inc. We are aware of the incorporation by reference in the registration Statement (Form S-3) of United Stationers Inc. for the registration of 672,000 shares of its Class A common stock of our reports dated May 15, 1995 and August 9, 1995 relating to the unaudited condensed consolidated interim financial statements of United Stationers Inc. which are included in its Forms 10-Q for the quarters ended March 31, 1995 and June 30, 1995. Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. /s/ Ernst & Young LLP EX-23.2 5 Exhibit 23.2 We consent to the reference to our firm under the caption "Experts" in the registration Statement (Form S-3) and related Prospectus of United Stationers Inc. for the registration of 672,000 shares of its Class A Common stock and to the incorporation by reference therein of our report dated June 27, 1995, with respect to the consolidated financial statements of United Stationers Inc. included in its Transition Report on Form 10-K as of and for the seven months ended March 30, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois September 18, 1995 EX-23.1 6 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent Public Accounts , we hereby consent to the use of our reports to all references to our Firm included in or made part of this United Stationers Inc. registration statement. /s/ Arthur Andersen LLP Chicago, Illinois September 15, 1995 EX-10.85 7 EXHIBIT 10.85 WAIVER WAIVER dated as of July 25, 1995, between UNITED STATIONERS SUPPLY CO., a corporation duly organized and validly existing under the laws of the State of Illinois (the "Company"); UNITED STATIONERS INC., a corporation duly organized and validly existing under the laws of the State of Delaware ("the Guarantor" and, together with the Company, the "Obligors"); each of the lenders that is a signatory hereto; and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as agent for the Lenders under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Agent") W I T N E S S E T H: WHEREAS, the Company, the Guarantor, certain lenders and the Agent are parties to a Credit Agreement dated as of March 30, 1995 (as heretofore modified and supplemented and in effect on the date hereof, the "Credit Aqreement"), providing, subject to the terms and conditions thereof, for extensions of credit (by making of loans and issuing letters of credit) to be made by said lenders to the Company in an aggregate principal or face amount not exceeding $500,000,000; WHEREAS, Waiver and Amendment No. 1 to the Credit Agreement dated as of April 13, 1995, among the Company, the Guarantor, the lenders party thereto and the Agent ("Waiver and Amendment No. 1") permitted the Company to repurchase its Class B Preferred Stock, in whole but not in part, at any time for an aggregate price of not more than $7,500,000; WHEREAS, the Company now proposes to repurchase such Class B Preferred Stock pursuant to Waiver and Amendment No. 1 for for an aggregate price of $7,000,000 and in connection with such repurchase will be required to make a Dividend Payment in cash in respect of its Class C Preferred Stock; WHEREAS, the Company wishes to make such Dividend Payment in respect of its Class C Preferred Stock prior to July 31, 1995 notwithstanding Section 9.09 of the Credit Agreement; NOW, THEREFORE, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Waiver, terms defined in the Credit Agreement arG used herein as defined therein. Section 2. Waivers. Notwithstanding anything to the contrary contained in Section 9 09(a) of the Credit Agreement, the Lenders hereby consent to the making of a Dividend Payment in respect of the Class C Preferred Stock in cash for up to $255,000, provided that such Dividend Payment be made by the Company no later than July 30, 1995 and, provided further that upon making such Dividend Payment, the Company shall deliver to each Lender a certificate of a Responsible Officer of the Company stating that prior to and after giving effect to such Dividend Payment, no Default exists and demonstrating compliance with the condition set forth in clause (2) of Section 9.09(a) of the Credit Agreement. Section 3. Representations and Warranties. Each of the Guarantor and the Company represents and warrants to the Lenders that (a) no Default has occurred and is continuing and (b) the representations and warranties set forth in Section 8 of the Credit Agreement and in each other Basic Document to which the Guarantor or the Company is a party are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Section 4. Effectiveness. The waiver of certain provisions of the Credit Agreement set forth in said Sections 2 shall become effective, as of the date hereof, upon the execution and delivery hereof. Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Waiver by signing any such counterpart. This Waiver shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered as of the day and year first above written. UNITED STATIONERS SUPPLY CO. By _________________________ __ Title: UNITED STATIONERS INC By _________________________ __ Title: THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) By _________________________ __ Title: ARAB BANKING CORPORATION (B.S.C. ) By _________________________ _ Title: BANK OF AMERICA ILLINOIS By __________________________ Title: THE BANK OF NEW YORK By __________________________ Title: THE FIRST NATIONAL BANK OF CHICAGO By _______________________________ Title: THE LONG-TERM CREDIT BANK OF JAPAN, LTD., CHICAGO BRANCH By _______________________________ Title: NATIONSBANK, N.A. (CAROLINAS) By _______________________________ Title: PNC BANK, NATIONAL ASSOCIATION By _______________________________ Title: VAN KAMPEN MERRITT PRIME RATE INCOME TRUST By _______________________________ Title: BANK ONE, MILWAUKEE, NA By _______________________________ Title: THE CIT GROUP/BUSINESS CREDIT, INC. By ________________________________ Title: NATIONAL CANADA FINANCE CORPORATION By ________________________________ Title: By ________________________________ Title: SANWA BUSINESS CREDIT CORPORATION By ________________________________ Title: TRANSAMERICA BUSINESS CREDIT CORPORATION By ________________________________ Title: BANK OF SCOTLAND By ________________________________ Title: THE NORTHERN TRUST COMPANY By ________________________________ Title: Vice President CORESTATES BANK, N.A. By ________________________________ Title: COMERICA BANK By ________________________________ Title: THE FIRST NATIONAL BANK OF MARYLAND By ________________________________ Title: THE MITSUBISHI TRUST AND BANKING CORPORATION CHICAGO BRANCH By ________________________________ Title: NBD BANK By _______________________________ Title: BANQUE PARIBAS By _______________________________ Title: By _______________________________ Title: SOCIETY NATIONAL BANK By ______________________________ Title: THE BANK OF TOKYO TRUST COMPANY By ______________________________ Title: UNION BANK By ______________________________ Title: MICHIGAN NATIONAL BANK By ______________________________ Title: CREDITANSTALT CORPORATE FINANCE, INC. By ______________________________ Title: By ______________________________ Title: KEYPORT LIFE INSURANCE COMPANY By ______________________________ Title: STICHTING RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS 2 (ROSA2) By CHANCELLOR SENIOR SECURED MANAGEMENT, INC., as Portfolio Advisor By __________________________ Title: RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS B.V. By CHANCELLOR SENIOR SECURED MANAGEMENT, INC., as Portfolio Advisor By __________________________ Title: CERES FINANCE, LTD. By CHANCELLOR SENIOR SECURED MANAGEMENT, INC., as Financial Manager By __________________________ Title: STRATA FUNDING LTD. By CHANCELLOR SENIOR SECURED MANAGEMENT, INC., as Financial Manager By __________________________ Title: DEUTSCHE FINANCIAL SERVICES HOLDING CORPORATION By _______________________________ Title: THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Agent By _______________________________ Title: -----END PRIVACY-ENHANCED MESSAGE-----