-----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, BAOVZCTVtnw4Jxe4ge4kQhI9lIFf286utf0CDvG8knS5JEu+IF2RjdTXgbZJ8ZSu KCTNLFco9vcMUY1Z3LYQWQ== 0001047469-99-010827.txt : 19990325 0001047469-99-010827.hdr.sgml : 19990325 ACCESSION NUMBER: 0001047469-99-010827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990319 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990323 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10653 FILM NUMBER: 99570430 BUSINESS ADDRESS: STREET 1: 2200 E GOLF RD CITY: DES PLAINES STATE: IL ZIP: 60016-1267 BUSINESS PHONE: 8476995000 MAIL ADDRESS: STREET 1: 2200 E GOLF ROAD STREET 2: 2200 E GOLF ROAD CITY: DES PLAINES STATE: IL ZIP: 600161267 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 23, 1999 (MARCH 11, 1999) UNITED STATIONERS INC. (Exact name of Registrant as specified in charter) DELAWARE 0-10653 36-3141189 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2200 EAST GOLF ROAD 60016-1267 DES PLAINES, ILLINOIS (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (847) 699-5000 ---------------------------------- (Page 1 of 6) ITEM 5. OTHER EVENTS. On March 11, 1999, United Stationers Inc., a Delaware corporation (the "Company"), issued a press release announcing its Board of Directors approved the adoption of a stock repurchase program, subject to senior lender approval, enabling the Company to repurchase up to $50 million in aggregate value of the Company's outstanding shares of common stock, $0.10 par value, in open market and/or privately negotiated transactions. The Company also reported in that press release certain management sales and outlook information. The Company announced on March 17, 1999, that it received approval from its senior lenders regarding the repurchase program. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) EXHIBITS. Exhibit 99.1 - Press Release, dated March 11, 1999, announcing adoption of stock repurchase program and commenting on sales and earning outlook. Exhibit 99.2 - Press Release, dated March 17, 1999, announcing that the Company received approval for the repurchase program from its senior lenders. (Page 2 of 6) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED STATIONERS INC. Date: March 19, 1999 By: /s/ Daniel H. Bushell ------------------------------ Daniel H. Bushell Executive Vice President, Chief Development Officer and Chief Financial Officer (Page 3 of 6) EXHIBIT INDEX EXHIBIT 99.1 - Press Release, dated March 11, 1999, announcing adoption of stock repurchase program and commenting on sales and earnings outlook. 99.2 - Press Release, dated March 17, 1999, announcing that the Company received approval for its repurchase program from its senior lenders. (Page 4 of 6) EX-99.1 2 EX-99.1 Exhibit 99.1 Kathleen S. Dvorak Vice President, Investor Relations or Daniel H. Bushell Executive Vice President, Chief Development Officer and Chief Financial Officer United Stationers Inc. (847) 699-5000 FOR IMMEDIATE RELEASE UNITED STATIONERS ANNOUNCES STOCK REPURCHASE PROGRAM AND COMMENTS ON SALES AND EARNINGS OUTLOOK DES PLAINES, Ill., March 11, 1999 - The Board of Directors of United Stationers Inc. (NASDAQ: USTR) announced today that it has authorized a share repurchase program of up to $50.0 million of the Company's common stock. The buyback program is contingent upon receiving the approval of the Company's senior lenders which is expected prior to month end. Once approval is obtained, purchases will be made from time to time in the open market or in privately negotiated transactions. The Company currently has 37.2 million shares outstanding. "We continue to have opportunities to utilize our capital for acquisitions on an opportunistic basis. However, given current market conditions, the repurchase of our stock is a compelling alternative. Our ability to generate strong cash flow allows us to fund both the repurchase program and strategic acquisitions," said Dan Bushell, executive vice president and chief financial officer. In addition, the Company reported that organic sales for the first quarter-to-date were up slightly over 1%. Management expects earnings per share for the first quarter ended March 31, 1999 to be in the range of $0.48 to $0.50, compared with $0.44 in the prior year, a 9% to 14% increase. The Company is reporting interim quarterly results in connection with the repurchase announcement and does not intend to establish a precedent. "While we are experiencing a slowdown in the rate of our top-line growth, we are effectively adjusting our expense levels. We are extremely pleased with the ongoing improvements in our operational performance. Near term, we believe that current trends will continue and that our sales initiatives will begin to build momentum as we progress through the year. We remain committed to our long-term goal of top-line organic growth of 6-9% and earnings per share growth of 15%," said Randall Larrimore, president and chief executive officer. - - more - United Stationers Announces Stock Repurchase Program And Comments On Sales And Earnings Outlook Page two of two With the exception of statements with regard to historical matters, the matters discussed in this press release contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from the forward-looking information. Such risks and uncertainties include, but are not limited to, the highly-competitive environment in which the Company operates, the integration of acquisitions, changes in end-users' traditional demands for business products, reliance by the Company on certain key suppliers, and the effects on the Company of fluctuations in manufacturers' pricing and general economic conditions. A description of these factors, as well as other factors which could affect the Company's business, is set forth in filings by the Company with the Securities and Exchange Commission, including the Company's Registration Statement filed on June 9, 1998. United Stationers Inc. is North America's largest wholesaler of business products to resellers. Through its integrated computer-based distribution system, it makes more than 35,000 items available to 20,000 resellers within 24 hours of order placement through 40 regional distribution centers, 19 Lagasse distribution centers that serve the janitorial and sanitation industry and 6 Azerty distribution centers that serve computer supply resellers. The Company's common stock trades on the Nasdaq National Market tier of the Nasdaq Stock Market under the symbol: USTR. -30- EX-99.2 3 EX-99.2 Exhibit 99.2 Kathleen S. Dvorak Vice President, Investor Relations or Daniel H. Bushell Executive Vice President, Chief Development Officer and Chief Financial Officer United Stationers Inc. (847) 699-5000 FOR IMMEDIATE RELEASE UNITED STATIONERS RECEIVES SENIOR LENDERS' APPROVAL FOR ITS STOCK REPURCHASE PROGRAM DES PLAINES, Ill., March 17, 1999 -United Stationers Inc. (NASDAQ: USTR) announced today that it has received approval for its share repurchase program from its senior lenders. Last week, the Board of Directors of United Stationers Inc. approved a $50.0 million share repurchase program. Purchases will be made from time to time in the open market or in privately negotiated transactions. The Company currently has 37.2 million shares outstanding. "The investment in United's common stock through the repurchase program reflects our strong belief in the company's future growth. It also underscores our commitment to enhancing shareholder value," said Randall Larrimore, president and chief executive officer. With the exception of statements with regard to historical matters, the matters discussed in this press release contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from the forward-looking information. Such risks and uncertainties include, but are not limited to, the highly-competitive environment in which the Company operates, the integration of acquisitions, changes in end-users' traditional demands for business products, reliance by the Company on certain key suppliers, and the effects on the Company of fluctuations in manufacturers' pricing and general economic conditions. A description of these factors, as well as other factors which could affect the Company's business, is set forth in filings by the Company with the Securities and Exchange Commission, including the Company's Registration Statement filed on June 9, 1998. United Stationers Inc. is North America's largest wholesaler of business products to resellers. Through its integrated computer-based distribution system, it makes more than 35,000 items available to 20,000 resellers within 24 hours of order placement through 40 regional distribution centers, 19 Lagasse distribution centers that serve the janitorial and sanitation industry and 6 Azerty distribution centers that serve computer supply resellers. The Company's common stock trades on the Nasdaq National Market tier of the Nasdaq Stock Market under the symbol: USTR. -30- -----END PRIVACY-ENHANCED MESSAGE-----