8-K

UNITED STATES

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)   November 15, 2007

UNITED STATIONERS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10653	36-3141189
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Parkway North Blvd.
Suite 100
Deerfield, Illinois	60015-2559
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code  (847) 627-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Definitive Agreement.

Stock Purchase Agreement

On November 15 2007, the Registrant’s wholly owned subsidiary, United Stationers Supply Co. (“USSCO”) entered into a definitive stock purchase agreement (the “Purchase Agreement”) with an affiliate of Brazos Private Equity Partners, LLC and the other shareholders of ORS Nasco Holdings, Inc. (“ORS”). Pursuant to the Purchase Agreement, USSCO has agreed to acquire all of the outstanding stock of ORS. The purchase price, a portion of which will be used to fund the retirement of ORS’ outstanding bank debt, will be approximately $180 million, subject to adjustment for changes in working capital prior to the closing date. Included in the purchase price is $6.5 million which reflects the estimated amount of tax benefits ORS will realize as a result of the sale.

The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things for breaches of representations, warranties and covenants in connection with the transaction. The sellers’ indemnification obligations, are capped at $15 million (the “Indemnity Escrow Amount”), which amount will be reduced to $8 million six months after closing and further reduced to $4 million thirty days after completion of the 2008 audit or April 30, 2009 , whichever comes first. The balance of the Indemnity Escrow Amount will be paid to the sellers two years after the closing.

The transaction is subject to certain closing conditions, including receipt of necessary consents and approvals and expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to the satisfaction or waiver of the closing conditions, the Registrant expects the transaction to close in December, 2007.

On November 15, 2007, the Registrant issued a press release announcing the transaction, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

The following exhibit is filed herewith:

99.1    Press Release, dated November 15, 2007

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, thereunto duly authorized.

	UNITED STATIONERS INC.
Date: November 19, 2007	/s/Eric A. Blanchard
	Senior Vice President, General Counsel andSecretary

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UNITED STATIONERS INC.

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED SEPTEMBER 6, 2006

Exhibit No.	Description	Method of Filing
99.1	Press Release, dated November 15, 2007	Included herewith

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EX-99.1

Exhibit 99.1

n e w s   r e l e a s e

Executive Offices	For Further Information Contact:
One Parkway North Blvd.
Suite 100
Deerfield, IL 60015-2559
	Richard W. Gochnauer
	President and Chief Executive Officer
	or
	Victoria Reich
	Sr. Vice President and Chief Financial Officer
	United Stationers Inc.
	(847) 627-7000
	FOR IMMEDIATE RELEASE

UNITED STATIONERS SIGNS A DEFINITIVE PURCHASE AGREEMENT FOR ORS NASCO

DEERFIELD, Ill., Nov. 15, 2007 ¾ United Stationers Inc. (NASDAQ: USTR) announced today that its wholly owned subsidiary, United Stationers Supply Co., signed a definitive purchase agreement with an affiliate of Brazos Private Equity Partners, LLC of Dallas, Texas and other shareholders, to acquire 100% of the outstanding shares of ORS Nasco Holding, Inc. (ORS Nasco).  ORS Nasco is a pure wholesale distributor of industrial supplies, selling exclusively to independent distributors. The company is headquartered in Muskogee, Oklahoma, with annual sales of approximately $285 million.  ORS Nasco offers about 200,000 premium branded and private label products from over 600 manufacturers.  ORS Nasco sells to more than 10,000 independent distributors in multiple channels, including industrial, MRO (maintenance, repair and operations), safety, construction, welding, and oilfield services.  ORS Nasco serves its highly diverse customer base through eight distribution centers strategically located across the U.S.

The transaction is expected to close late this year and should be accretive to United’s earnings beginning in 2008.  The all-cash purchase price of approximately $180 million is subject to adjustment for changes in working capital prior to the closing date.  Completion of the transaction is subject to customary closing conditions as well as approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  United expects to fund the acquisition through its existing credit agreement.

Profitable Growth Opportunity

“Acquiring ORS Nasco will diversify our product offering and provide us entry into the estimated $22 billion wholesale industrial supplies market,” said Richard W. Gochnauer, president and chief executive officer of United Stationers.  “We see many parallels to our Lagasse business, which has been our fastest growing category.  Lagasse has grown from approximately $80 million to nearly $1 billion over the last 10 years.  We believe that ORS Nasco provides a similar platform for profitable growth.

“ORS Nasco has a strong management team and an outstanding group of people who are committed to providing superior service to their independent distributors,” continued Gochnauer.  We are excited to be partnering with them.  We are confident that our combined efforts, along with our expertise in marketing and logistical services, will allow us to grow this wholesale business, which operates in a highly fragmented market.”

“The partnership with United Stationers is the perfect fit for our customers and our organization,” said Bill Scheller, president and chief executive officer of ORS Nasco.  “Their commitment to the pure wholesale model and the independent distributor make them an ideal match for our business.  The scale and capabilities that they bring to our partnership will enable us to provide additional value to our customers and achieve faster growth and greater profitability.”

-more-

United Stationers Signs a Definitive Purchase Agreement for ORS NASCO

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Forward-Looking Statements

This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, but are not limited to the following: United’s ability to complete this acquisition; United’s ability to effectively manage its operations and to implement general cost-reduction and margin-enhancement initiatives; United’s reliance on key customers, and the business, credit and other risks inherent in continuing or increased customer concentration; United’s reliance on independent dealers for a significant percentage of its net sales and, therefore, the importance of the continued independence, viability and success of these dealers; continuing or increasing competitive activity and pricing pressures within existing or expanded product categories, including competition from product manufacturers that sell directly to United’s customers; prevailing economic conditions and changes affecting the business products industry and the general economy; United’s reliance on key suppliers; the impact of variability in supplier pricing, allowance programs, promotional incentives and other terms, conditions and policies; the impact of variability in customer and end-user demand patterns on United’s product offerings and sales mix and, in turn, on customer rebates payable and supplier allowances earned by United;  United’s ability to maintain its existing information technology systems and to successfully procure and implement new systems without business disruption or other unanticipated difficulties or costs; United’s ability to effectively identify, consummate and integrate acquisitions; United’s reliance on key management personnel, both in day-to-day operations and in execution of new business initiatives; and the effects of hurricanes, acts of terrorism and other natural or man-made disruptions.

Shareholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For additional information about risks and uncertainties that could materially affect United’s results, please see the company’s Securities and Exchange Commission filings.  The company does not undertake to update any forward-looking statement, and investors are advised to consult any further disclosure by United on this matter in its filings with the Securities and Exchange Commission and in other written statements it makes from time to time. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete.

Company Overview

                United Stationers Inc. is North America’s largest broad line wholesale distributor of business products, with net sales for 2006 of $4.5 billion.  The company’s network of 62 distribution centers allows it to offer nearly 46,000 items to its approximately 20,000 reseller customers.  This network, combined with United’s depth and breadth of inventory in technology products, traditional business products, office furniture, janitorial and breakroom products, and foodservice consumables, enables the company to ship products overnight to more than 90% of the U.S. and major cities in Mexico. United’s focus on fulfillment excellence has given it an average line fill rate of better than 97%, a 99.5% order accuracy rate, and a 99% on-time delivery rate.  For more information, visit www.unitedstationers.com.

                The company’s common stock trades on the NASDAQ Global Select Market under the symbol USTR.

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