-----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, FuxtpuLwf7ehDrexVGJ6vsPu9jBeZwoyKr8cz2tdCdxB4FxbCR14b4y8RU/6c6Ue Lol/oVAf0dDVzpGmW88uLg== 0000950131-95-000691.txt : 19950616 0000950131-95-000691.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950131-95-000691 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950323 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: 95522607 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 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33670 FILM NUMBER: 95522608 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: ASSOCIATED HOLDINGS INC CENTRAL INDEX KEY: 0000885086 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363805626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1075 HAWTHORNE DRIVE CITY: ITASCA STATE: IL ZIP: 60143 MAIL ADDRESS: STREET 2: 1075 HAWTHORNE DR CITY: ITASCA STATE: IL ZIP: 60143 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED HOLDINGS INC CENTRAL INDEX KEY: 0000885086 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363805626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1075 HAWTHORNE DRIVE CITY: ITASCA STATE: IL ZIP: 60143 MAIL ADDRESS: STREET 2: 1075 HAWTHORNE DR CITY: ITASCA STATE: IL ZIP: 60143 SC 14D1/A 1 AMDMNT 8 TO SCH14D1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 (AMENDMENT NO. 8) ---------------- TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 8) ---------------- UNDER THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATIONERS INC. (NAME OF SUBJECT COMPANY) ASSOCIATED HOLDINGS, INC. (BIDDER) COMMON STOCK, $0.10 PAR VALUE (TITLE OF CLASS OF SECURITIES) 913004 10 7 (CUSIP NUMBER OF CLASS OF SECURITIES) THOMAS W. STURGESS CHAIRMAN OF THE BOARD 750 NORTH ST. PAUL STREET, SUITE 1200 DALLAS, TEXAS 75201 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER) COPY TO: LAWRENCE D. STUART, JR., ESQ. WEIL, GOTSHAL & MANGES 100 CRESCENT COURT, SUITE 1300 DALLAS, TEXAS 75201-6950 FEBRUARY 13, 1995 (DATE OF EVENT WHICH REQUIRES FILING STATEMENT ON SCHEDULE 13D) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE** - ------------------------------------------------------------------------------ $266,628,505 $53,426 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of 17,201,839 shares of the common stock, $0.10 par value (the "Shares"), of United Stationers Inc., a Delaware corporation (the "Company"), at a purchase price of $15.50 per share, net to the seller in cash. Such number of Shares represents 92.5% of all the Shares outstanding as of February 10, 1995, and assumes the buy-out of all existing options to acquire Shares from the Company. ** Includes a fee of $100 with respect to the filing of Schedule 13D in accordance with Rule 13d-7. [X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $53,426 FILING PARTY: ASSOCIATED HOLDINGS, INC. FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: FEBRUARY 21, 1995 SCHEDULE 13D Page 1 of 6 Pages Exhibit Index is located on Page 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on February 21, 1995 (as heretofore amended and further amended by this Amendment No. 8, the "Schedule 14D-1") by Associated Holdings, Inc., a Delaware corporation ("Associated"), relating to the offer by Associated to purchase up to 17,201,839 shares of the common stock, $0.10 par value (the "Shares"), of the Company, at a purchase price of $15.50 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 21, 1995 (the "Offer to Purchase"), the Supplement No. 1 to the Offer to Purchase dated March 9, 1995 (the "Supplement"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, the Supplement and any amendments or supplements thereto, collectively constitute the "Offer"), filed as Exhibits (a)(1), (a)(12) and (a)(2), respectively. This Statement also amends and supplements the Statement on Schedule 13D with respect to the acquisition by Associated of beneficial ownership of Shares held by persons who have agreed, subject to certain conditions, to tender their Shares in the Offer. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Offer to Purchase, dated February 21, 1995. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Form of Summary Advertisement, dated February 21, 1995. (a)(8) Text of Press Release, dated February 14, 1995. (a)(9) Text of Press Release, dated February 21, 1995. (a)(10) Text of Press Release, dated March 1, 1995. (a)(11) Text of Press Release, dated March 3, 1995. (a)(12) Supplement No. 1 to Offer to Purchase, dated March 9, 1995. (a)(13) Text of Press Release, dated March 9, 1995. (a)(14) Text of Press Release, dated March 15, 1995. (a)(15) Text of Press Release, dated March 20, 1995. (a)(16) Text of Press Release, dated March 22, 1995. *(a)(17) Text of Press Release, dated March 23, 1995. (b) Commitment Letter, dated February 13, 1995, from The Chase Manhattan Bank (National Association) to Associated and Associated Stationers, Inc. ("ASI"), a Delaware corporation and wholly owned subsidiary of Associated. (c)(1) Agreement and Plan of Merger, dated as of February 13, 1995, between Associated and the Company. (c)(2) Agreement to Tender, dated as of February 13, 1995, among Associated and certain stockholders of the Company. (c)(3) Letter of Intent, dated December 21, 1994 among Associated and the Company. 2 (c)(4) No-Hire Letter, dated November 16, 1994 among Associated, Wingate Partners, L.P. ("Wingate Partners") and the Company. (c)(5) Confidentiality Agreement, dated November 16, 1994 among Associated, Wingate Partners and the Company. (c)(6) Amendment to Letter of Intent, dated as of January 6, 1995, between Associated and the Company. (d) None. (e) Not applicable. (f) None. - -------- *Filed herewith 3 SIGNATURES After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 23, 1995 ASSOCIATED HOLDINGS, INC. By: /s/ Thomas W. Sturgess --------------------------------------- Thomas W. Sturgess, Chairman of the Board and Chief Executive Officer 4 EXHIBIT INDEX
PAGE EXHIBIT NO. ------- ---- (a)(1) Offer to Purchase, dated February 21, 1995. (a)(2) Letter of Transmittal. (a)(3) Notice of Guaranteed Delivery. (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) Form of Summary Advertisement, dated February 21, 1995. (a)(8) Text of Press Release, dated February 14, 1995. (a)(9) Text of Press Release, dated February 21, 1995. (a)(10) Text of Press Release, dated March 1, 1995. (a)(11) Text of Press Release, dated March 3, 1995. (a)(12) Supplement No. 1 to Offer to Purchase, dated March 9, 1995. (a)(13) Text of Press Release, dated March 9, 1995. (a)(14) Text of Press Release, dated March 15, 1995. (a)(15) Text of Press Release, dated March 20, 1995. (a)(16) Text of Press Release, dated March 22, 1995. *(a)(17) Text of Press Release, dated March 23, 1995. (b) Commitment Letter, dated February 13, 1995, from The Chase Manhattan Bank (National Association) to Associated and ASI. (c)(1) Agreement and Plan of Merger, dated as of February 13, 1995, between Associated and the Company. (c)(2) Agreement to Tender, dated as of February 13, 1995, among Associated and the certain stockholders of the Company. (c)(3) Letter of Intent, dated December 21, 1994 among Associated and the Company. (c)(4) No-Hire Letter, dated November 16, 1994 among Associated, Wingate Partners, L.P. ("Wingate Partners") and the Company. (c)(5) Confidentiality Agreement, dated November 16, 1994 among Associated, Wingate Partners and the Company. (c)(6) Amendment to Letter of Intent, dated as of January 6, 1995, between Associated and the Company. (d) None. (e) Not applicable. (f) None.
- -------- *Filed herewith EX-99.A17 2 NEWS RELEASE EXHIBIT 99(a)(17) FOR IMMEDIATE RELEASE For Further Information Contact Executive Offices: Joel D. Spungin Associated Stationers, Inc. Chairman of the Board and 1075 Hawthorne Drive Chief Executive Officer Itasca, Illinois 60143 or Kathleen S. Dvorak Thomas W. Sturgess Director, Investor Relations Chairman of the Board and United Stationers Inc. Chief Executive Officer (708) 699-5000 Associated Holdings, Inc. (214) 720-1313 ASSOCIATED HOLDINGS, INC. ANNOUNCES EXPIRATION OF TENDER OFFER--NUMBER OF UNITED STATIONERS SHARES TENDERED -------------------------------------------------- ITASCA, ILL.--March 23, 1995--Associated Holdings, Inc. today announced that, as of Midnight, New York City time, on Wednesday, March 22, 1995, the tender offer expired in accordance with its terms. Associated said that, as of 5:00 p.m. on Wednesday, United Stationers Inc. (NASDAQ: USTR) stockholders had tendered 17,765,276 shares of United Stationers common stock to Associated, which represent 95.53 percent of United Stationers common stock outstanding as of February 10, 1995. Associated said today that, pursuant to the terms of the Offer to Purchase and subject to the waiver or satisfaction of the conditions precedent to the tender offer and the continuing satisfaction of all conditions satisfied to date, it expects to accept and pay for 17,201,839 shares tendered on a pro rata --- ---- basis (with adjustments to avoid purchases of fractional shares) within one week. Because of the difficulty of determining the precise number of shares properly tendered and not withdrawn, Associated said that it does not expect to be able to announce the final proration factor until approximately seven NASDAQ trading days following the expiration of the offer. -----END PRIVACY-ENHANCED MESSAGE-----