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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
/ / X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended August 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-10653
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 No.)
2200 EAST GOLF ROAD 60016-1267
DES PLAINES, ILLINOIS (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (708) 699-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each Class Name of each exchange on
which registered
None N/A
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.10 par value
(Title of Class)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. (1) YES X NO (2) YES X NO
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
AS OF NOVEMBER 14, 1994, 18,594,357 SHARES OF COMMON STOCK WERE
OUTSTANDING, AND THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD
BY NONAFFILIATES (BASED ON THE LAST SALE PRICE OF SUCH SHARES AS QUOTED BY
NASDAQ ON NOVEMBER 14, 1994) WAS APPROXIMATELY $133,024,012.
PART III INCORPORATES INFORMATION BY REFERENCE FROM PORTIONS OF THE
REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED TO BE HELD ON JANUARY 11, 1995. PARTS II AND IV INCORPORATE
INFORMATION BY REFERENCE FROM PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO
STOCKHOLDERS FOR THE FISCAL YEAR ENDED AUGUST 31, 1994.
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UNITED STATIONERS INC. AND SUBSIDIARIES
FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 1994
CONTENTS AND CROSS REFERENCE SHEET
FURNISHED PURSUANT TO GENERAL INSTRUCTION G(4) OF FORM 10-K
ANNUAL REPORT
FORM 10-K FORM 10-K FORM 10-K TO STOCKHOLDERS
PART NO. ITEM NO. DESCRIPTION PAGE NO. PAGE NO.*
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I 1 Business 1
General 1
Products 1
Customers 1
Marketing and Sales 2
Distribution 3
Competition 3
Employees 3
Canadian Operations 3
Hong Kong Trading Office 3
2 Properties 4
Executive Offices 4
Regional Distribution Centers 4
Local Distribution Points 4
Canadian Facility 4
Hong Kong Trading Office 4
3 Legal Proceedings 4
4 Submission of Matters to a Vote of Security Holders 4
Executive Officers of the Registrant 5
II 5 Market for Registrant's Common Equity and
Related Stockholder Matters 5 10-11
6 Selected Financial Data 5 10-11
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 8-9
8 Financial Statements and Supplementary Data 6 13-24
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 6
III 10 Directors and Executive Officers of the Registrant 6 **
11 Executive Compensation 6 **
12 Security Ownership of Certain Beneficial Owners
and Management 6 **
13 Certain Relationships and Related
Transactions 6
IV 14 Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K 7
Signatures 17
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* References are to pages in the Registrant's Annual Report to
Stockholders for the fiscal year ended August 31, 1994, which are
incorporated herein by reference. SEE PART IV, EXHIBIT 13.
** Incorporated by reference from the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders to be held on
January 11, 1995, to be filed within 120 days after the end of the
Registrant's fiscal year.
PART I
ITEM 1. BUSINESS
GENERAL
United Stationers Inc. is the parent company for its direct wholly owned
subsidiary, United Stationers Supply Co. Except where the context clearly
indicates otherwise, the terms "Company" or "United Stationers" as hereinafter
used include United Stationers Inc. together with its subsidiary. MicroUnited
Inc., formerly a subsidiary of United Stationers Inc., was merged into United
Stationers Supply Co. on Aug. 31, 1994.
United Stationers Supply Co. was incorporated in 1922 under the name
Utility Supply Co. and has operated under its present name since 1960. United
Stationers Supply Co. serves office products dealers, office products
superstores, mail order houses, specialty retail stores, mass merchandisers, and
sanitary supply distributors. Its MicroUnited division, which distributes
computer products, primarily serves computer products resellers, computer
superstores, national computer store chains, and mail order houses. Its
furniture division distributes primarily to office furniture dealers.
On June 24, 1992, United Stationers Supply Co. acquired Stationers
Distributing Company ("SDC"), a privately held wholesaler of office products
based in Fort Worth, Texas with annual revenues of more than $400 million. SDC
was immediately merged into United Stationers Supply Co.
The Company sells its products through a single national distribution
network to more than 14,000 resellers, who in turn sell directly to end users.
These products are distributed substantially within 24 hours through a computer-
based network of warehouse facilities and truck fleets radiating from 58
distribution points. For Fiscal 1994, no single dealer accounted for more than
4% of the Company's consolidated net sales. The Company's annual net sales to
individual dealers represent only a portion of each dealer's total purchases
from all sources.
PRODUCTS
The Company is engaged in the wholesale distribution of a broad line of
business products to more than 14,000 resellers. The Company distributes
approximately 25,000 items, including: traditional office supplies; office
furniture and desk accessories; office machines, equipment and supplies; and
computer hardware, peripherals and supplies; and facilities management supplies
such as safety and sanitation items.
The Company's products are purchased from approximately 500 manufacturers.
The Company has distribution contracts with certain suppliers, under which the
Company's obligations are not material. For Fiscal 1994, no single supplier
accounted for more than 9% of the total dollar amount of the Company's
purchases. The Company historically has purchased on a purchase order basis.
CUSTOMERS
United Stationers serves all segments of the office products, office
furniture and computer reseller markets. In addition, the Company now serves
sanitary supply distributors. The Company offers a menu of programs and
services designed to meet the diverse needs of each of these customer
categories.
The mainstay of the office products industry continues to be commercial
dealers who typically serve large companies, institutions and government
agencies. Through consolidation, these dealers are getting larger and becoming
even more important to the Company. Commercial dealers remain one of United
Stationers' fastest growing customer classes.
The independent dealer population has been declining for some time,
especially as dealerships are acquired and brought under an umbrella of common
ownership. However, many independent office products dealers continue to
thrive, adapting to the highly competitive environment with the help of
resources the Company offers.
Some independent dealers have joined forces in marketing and/or buying
groups. United Stationers is the leading wholesale source for many of these
groups, providing not only merchandise but also special programs that enable
these dealers to utilize their combined strengths.
While United Stationers maintains and builds its business with these
traditional dealers, the Company has also initiated programs with all major
office products superstore chains. The Company sells superstores commodity
items as "fill-ins" when they are out of stock. In addition, the Company has
placed catalog order stations in some of these stores, providing consumers the
opportunity to order items that superstores do not typically stock.
1
Through its furniture division, United Stationers offers middle-grade
office furniture to both office products and office furniture dealers. The
Company also provides computer-related products to all categories of computer
resellers through its MicroUnited division. The Company provides marketing
materials and professional expertise to meet the various needs of these
resellers.
MARKETING AND SALES
The Company concentrates its marketing efforts on providing value-added
services to resellers within the business products industry. The Company
distributes products that are generally available at similar prices from
multiple sources, and most of its customers purchase their products from more
than one source. As a result, the Company differentiates itself through broad
product selection, a high degree of product availability, a variety of customer
services and expeditious distribution capabilities. The Company's significant
inventories and its advanced distribution system enable each of the Company's
customers to provide a high level of service to end users while minimizing the
reseller's own inventory requirements. The Company maintains sufficient
inventory levels to ship from stock more than 90% of all items ordered.
In addition to emphasizing its broad product line, extensive inventory,
computer integration and national distribution capabilities, the Company's
marketing programs have relied upon two additional major components. First, the
Company produces catalogs that are usually custom imprinted with each dealer's
name. These catalogs are sold to dealers who, in turn, distribute the catalogs
to their customers. Second, the Company provides its dealers with a variety of
services, including business management systems, promotional programs and price
updating services.
The Company produces numerous catalogs for placement with dealers' end-user
customers, including: an annual General Line Catalog listing 22,000 items; an
annual office furniture catalog featuring furniture and accessories; an Office
Impressions catalog featuring the Company's private-brand furniture; a quarterly
Concept 90 catalog offering approximately 1,000 high-volume commodity products;
annual Universal and Universal Plus catalogs promoting the Company's private-
brand merchandise; an annual Computer Products Catalog offering hardware,
peripherals and supplies; an annual Computer Concepts catalog; an annual
Facilities Management Supply catalog featuring janitorial and sanitation
supplies and ergonomic products; a business presentation products catalog; and
Access, a new promotional catalog.
An office products dealer typically distributes only one wholesaler's
catalogs. The dealer will often purchase products to meet customers' orders
from the wholesaler that provided the catalogs. Consequently, the Company
attempts to maximize the distribution of its catalogs and, therefore, offers a
rebate and allowance program that can offset the purchase price of most
catalogs. In addition, the Company provides a variety of dealer support and
marketing programs that are designed to create orders for dealers from their
end-user customers throughout the year.
The Company began to focus on niche markets in Fiscal 1991 and has expanded
steadily upon this concept since then. A furniture division was established to
offer national delivery and set up capabilities to office products dealers as
well as to attract new furniture dealers. Other niche markets include computer-
related products, custom-imprinted items, facility management supplies and
business presentation products.
The Company offers its dealers promotional programs at various times
throughout the year. These programs offer retailers special prices on certain
brand-name and private-brand merchandise along with packaged promotional
materials, including newspaper and direct mail flyers. In addition, a support
program is offered to help dealers develop their market through direct mail
techniques.
To help inform dealers of price changes, the Company offers various price
updating services in hard copy and computer media formats. The Company
publishes a pricing guide listing manufacturers' suggested retail prices. For
computer updating, the Company provides its price files on diskettes and tapes
as well as through on-line access.
The Company offers its dealers a range of electronic order entry and
business management systems. The Company benefits by gaining an increasing
share of the dealers' business, while the dealers benefit through better control
and administration of their business. The Company's most sophisticated
electronic management system enables dealers to manage critical business
functions including order entry, purchasing, pricing, accounts receivable,
accounts payable and inventory control. In July 1993, United Stationers entered
into a joint venture, creating a new corporation called United Business
Computers, Inc. to enhance, market and support this system. Other systems are
linked to the Company's computer network through dedicated or dial-up lines.
These systems allow instant stock checks and order entry for the approximately
25,000 items offered by the Company.
2
DISTRIBUTION
The Company has a national network of 58 distribution points that generally
enables the Company to make its entire product line available to the customer
within 24 hours of order placement. Each of the Company's 30 Regional
Distribution Centers carries most of the Company's full line of inventory. The
Company supplements its Regional Distribution Centers with Local Distribution
Points throughout the United States that serve as will-call and reshipment
points for orders filled at the Regional Distribution Centers. The Company's
truck fleet allows direct delivery from the Regional Distribution Centers and
Local Distribution Points to the dealers.
The Company's computerized systems enable orders to be taken at any
Regional Distribution Center and filled from that or any other Regional
Distribution Center. Dealers may elect to pick up their orders at the Regional
Distribution Center or choose to have them shipped from the Regional
Distribution Center to the dealer or directly to the dealer's customer. The
merchandise may also be shipped to the Local Distribution Point that is closest
to the dealer (or the dealer's customer) for will-call, local delivery or
reshipment.
The Company's ability to readily deliver its products can be impaired by
work stoppages by its employees. Although the Company has maintained service
levels during past work stoppages by distributing to its customers from
unaffected distribution centers, profitability has been reduced during such
periods as a result of higher distribution costs. The Company's service levels
would also be affected in the event of an interruption in operation of its
computers and/or telecommunications network on a company-wide scale for an
extended period of time. The Company has developed contingency plans to limit
its exposure. As the number of the Company's distribution centers increases,
the operation of any one distribution center becomes less significant in
relation to the overall operation of the Company.
COMPETITION
The Company competes with office products manufacturers as well as other
wholesale distributors of business products. Most wholesale distributors
conduct operations regionally and locally, sometimes with limited product lines
such as writing instruments or computer products. Other wholesalers, including
the Company, carry a full line of business products. Manufacturers typically
sell their products through a variety of distribution channels, including
business products wholesalers and resellers. Manufacturers have traditionally
been viewed as both suppliers to and competitors of wholesalers.
Competition between the Company and manufacturers is based primarily upon
net pricing, minimum order quantity and product availability. Although
manufacturers may provide lower prices to dealers than the Company does, the
Company's marketing and catalog programs, combined with speed of delivery and
its ability to offer dealers a broad line of business products with lower
minimum order quantities, are important factors in enabling the Company to
compete effectively. Competition between the Company and other wholesalers is
based primarily on net pricing to dealers, breadth of product lines,
availability of products and other services, speed of delivery to dealers, and
the quality of its services. The Company believes it is competitive in each of
these areas.
EMPLOYEES
At November 1, 1994, the Company employed approximately 3,600 persons. The
Company considers its relationships with its employees to be satisfactory.
Approximately 863 shipping, warehouse and maintenance employees at the
Chicago, Detroit, Philadelphia, Baltimore, Los Angeles, Minneapolis and New York
City facilities are covered by various collective bargaining agreements. These
agreements expire at various times during the next three years.
CANADIAN OPERATIONS
In April 1991, United Stationers Canada Ltd. was formed as a subsidiary of
United Stationers Supply Co., serving Canadian office products dealers on a
limited basis. This subsidiary was liquidated on August 31, 1994. Canadian
dealers are being served through the Company's Detroit, Seattle and Portland
Regional Distribution Centers.
HONG KONG TRADING OFFICE
In 1992, United Stationers Hong Kong Limited and United Worldwide Limited
were formed as subsidiaries of United Stationers Supply Co. to facilitate global
sourcing of products.
3
ITEM 2. PROPERTIES
The Company considers its properties to be suitable and adequate for their
intended uses. These properties consist of the following:
EXECUTIVE OFFICES
The Corporate office facility in Des Plaines, Illinois has approximately
128,000 square feet of office and storage space. In September 1993,
approximately 47,000 square feet of office space located in Mount Prospect,
Illinois was leased by the Company. This lease expires in five years, with an
option to renew for two five-year terms.
REGIONAL DISTRIBUTION CENTERS
The Company operates 30 Regional Distribution Centers located in the
metropolitan areas of Chicago (Forest Park, Illinois); Detroit (Livonia,
Michigan); Philadelphia (Pennsauken, New Jersey); Dallas, Texas; Boston (Woburn,
Massachusetts); Los Angeles (The City of Industry, California); Atlanta
(Norcross, Georgia); Baltimore (Harmans, Maryland); Cleveland (Twinsburg, Ohio);
Minneapolis (Eagan, Minnesota); New York City (Edison, New Jersey); St. Louis
(Greenville, Illinois) Albany (Coxsackie, New York); Portland, Oregon; Phoenix
(Tempe, Arizona); Sacramento, California; Salt Lake City, Utah; Seattle
(Tukwila, Washington); Denver, Colorado; Houston, Texas; Lubbock, Texas; San
Antonio, Texas; Tulsa, Oklahoma; Charlotte, North Carolina; Kansas City,
Missouri; Memphis, Tennessee; Nashville, Tennessee; New Orleans (Harahan,
Louisiana); Cincinnati (Springdale, Ohio); and Ft. Lauderdale, Florida.
These facilities represent total square footage of nearly six million
square feet, of which 3.3 million is owned and the balance is leased.
LOCAL DISTRIBUTION POINTS
The Company also operates 28 Local Distribution Points. Two are leased by
the Company; the other Local Distribution Points are operated through cross-
docking arrangements with third party distribution companies.
CANADIAN FACILITY
The Company currently leases one facility in Woodbridge, Ontario (7,000 sq.
ft.). This lease expires August 31, 1995 with an option to renew for one
additional year.
HONG KONG TRADING OFFICE
United Stationers Hong Kong Limited leases 1,500 square feet of office
space in Hong Kong with the lease expiring on October 14, 1995.
ITEM 3. LEGAL PROCEEDINGS
On October 26, 1993, a cross-complaint was filed against United Stationers
Supply Co. in a collection action which had previously been brought in the
Municipal Court of Los Angeles County under the name UNITED STATIONERS SUPPLY
CO. V. OFFICE PALACE, INC. ET AL. The cross-complaint alleges restraint of
trade and unfair business practices by United Stationers following the merger
with Stationers Distributing Company in 1992. It seeks an unspecified amount of
general and special damages, plus $10 million in punitive damages. The Company
intends to pursue vigorously its complaint and defend the cross-complaint. In
the opinion of management, the litigation will not have a material effect on the
Company's results of operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of Fiscal 1994 to
a vote of security holders through the solicitation of proxies.
4
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is included herein in accordance with General
Instruction G(3) to Form 10-K. At November 1, 1994, the Company's executive
officers were as follows:
NAME AGE POSITION
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Joel D. Spungin. . . . . . . . . 56 Chairman of the Board of Directors and Chief Executive Officer
Jeffrey K. Hewson. . . . . . . . 51 President and Chief Operating Officer and a Director
Allen B. Kravis. . . . . . . . . 57 Senior Vice President and Chief Financial Officer
Steven R. Schwarz. . . . . . . . 40 Senior Vice President, Marketing
Robert H. Cornell. . . . . . . . 55 Vice President, Human Resources
Otis H. Halleen. . . . . . . . . 60 Vice President, Secretary and General Counsel
Jerold A. Hecktman . . . . . . . 57 Vice President, Advertising and a Director
James A. Pribel. . . . . . . . . 41 Treasurer
Ted S. Rzeszuto. . . . . . . . . 41 Vice President and Controller
Ergin Uskup. . . . . . . . . . . 57 Vice President, Management Information Systems and
Chief Information Officer
All of the executive officers listed above, except Mr. Hewson, Mr. Kravis,
Mr. Schwarz, Mr. Pribel and Mr. Uskup have been employed by the Company in
similar capacities for more than the past five years.
Mr. Hewson, prior to his election as President and Chief Operating Officer
in April 1991, had been Executive Vice President of the Company since
March 1990. Prior to that, he had been President of ACCO International's U.S.
Division since 1989 and President of its Canadian Division since 1987. ACCO
International is a manufacturer of traditional office products and a subsidiary
of American Brands. American Brands is a global consumer products holding
company.
Mr. Kravis, prior to his election as Senior Vice President and Chief
Financial Officer in September 1992, had been Senior Vice President, Chief
Financial Officer and Treasurer since May 1991. He had been Vice President and
Treasurer of the Company since 1981.
Mr. Schwarz, prior to his election as Senior Vice President, Marketing in
June 1992, had been Senior Vice President, General Manager, MicroUnited since
1990 and Vice President, General Manager, MicroUnited since September 1989. He
had held a staff position in the same capacity since February 1987.
Mr. Pribel, prior to his election as Treasurer in September 1992, had been
Assistant Treasurer of the Company since 1984.
Mr. Uskup, prior to his election as Vice President, Management Information
Systems and Chief Information Officer in February 1994, had been since 1987 Vice
President, Corporate Information Services for Baxter International Inc., a
global manufacturer and distributor of health care products.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference from pages 10 and 11 of the Registrant's
Annual Report to Stockholders for the fiscal year ended August 31, 1994, section
entitled "Quarterly Financial Data" and "Quarterly Stock Price Data."
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference from pages 10 and 11 of the Registrant's
Annual Report to Stockholders for the fiscal year ended August 31, 1994, section
entitled "Selected Financial Information."
5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated herein by reference from pages 8 and 9 of the Registrant's
Annual Report to Stockholders for the fiscal year ended August 31, 1994.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference from pages 13 through 24 of the
Registrant's Annual Report to Stockholders for the fiscal year ended August 31,
1994.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant has had no disagreements on accounting and financial
disclosure of the type referred to in Item 304 of Regulation S-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors and information concerning any persons who
failed to file, on a timely basis, reports required by section 16(a) of the
Exchange Act, are incorporated herein by reference, pursuant to General
Instruction G(3) to Form 10-K, from the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders scheduled to be held on January 11, 1995
to be filed within 120 days after the end of the Registrant's fiscal year.
Information concerning the executive officers is included in Part I of this
report.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference, pursuant to General Instruction G(3) to
Form 10-K, from the Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held on January 11, 1995, to be filed
within 120 days after the end of the Registrant's fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference, pursuant to General Instruction G(3) to
Form 10-K, from the Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held on January 11, 1995, to be filed
within 120 days after the end of the Registrant's fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference, pursuant to General Instruction G(3) to
Form 10-K, from the Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held on January 11, 1995, to be filed
within 120 days after the end of the Registrant's fiscal year.
6
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(A) The following financial statements, schedules and exhibits are filed as part
of this report:
LOCATION
--------
(1) Financial Statements
Consolidated Balance Sheets as of August 31, 1994, and August 31, 1993 . . . . . Annual Report pages 18-19*
Consolidated Statements of Income for the years ended August 31, 1994,
August 31, 1993, and August 31, 1992 . . . . . . . . . . . . . . . . . . . . . Annual Report page 17*
Consolidated Statements of Changes in Stockholders' Investment for the years
ended August 31, 1994, August 31, 1993, and August 31, 1992. . . . . . . . . . Annual Report page 20*
Consolidated Statements of Cash Flows for the years ended August 31, 1994,
August 31, 1993, and August 31, 1992 . . . . . . . . . . . . . . . . . . . . . Annual Report page 21*
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . Annual Report pages 22-28*
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . Annual Report page 16*
Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report page 16*
---------------
* These Consolidated Financial Statements, related Notes, Report of
Independent Public Accountants, and Report of Management, appearing
in the Registrant's Annual Report to Stockholders for the fiscal
year ended August 31, 1994, pages 16 through 28, which Report is
filed as Exhibit 13 to this Form 10-K, are incorporated herein by
reference.
PAGE NUMBER
-----------
(2) Financial Statement Schedules
Report of Independent Public Accountants on Schedules. . . . . . . . . . . . . . . . . . . . 19
II. Amounts Receivable from Related Parties and Underwriters,
Promoters, and Employees Other Than Related Parties. . . . . . . . . . . . . . . . 20
V. Property, Plant and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
VI. Accumulated Depreciation and Amortization of Property, Plant
and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
VIII. Valuation and Qualifying Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 23
All other financial statements and schedules not listed have been omitted because
they are not applicable, not required or because the required information is included
in the consolidated financial statements or notes thereto.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
3. (a) *Restated Certificate of Incorporation as adopted January 8,
1987 (Exhibit 3(a) to Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . . . . . . . . . . . .
(b) Restated By-Laws as amended . . . . . . . . . . . . . . . .
4. (a) *Proof of revised Common Stock Certificate approved
August 21, 1990, effective with Certificate No. 20,001
(Exhibit 4(b) to Registrant's Report on Form 10-K dated
November 20, 1990) . . . . . . . . . . . . . . . . . . . . .
(b) *Registration Rights Agreement dated June 24, 1992 among
Registrant and certain stockholders (Exhibit 4 to
Registrant's Report on Form 8-K dated July 8, 1992). . . . .
9. (a) *Agreement of Partnership for HW Associates dated
September 19, 1983 (Exhibit 9 to Registrant's Report on
Form 10-K dated November 22, 1983) . . . . . . . . . . . . .
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
7
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
(b) *Amendment No. 1 to Agreement of Partnership for HW
Associates dated December 31, 1983 (Exhibit 9(b) to
Registrant's Report on Form 10-K dated November 15, 1984). .
(c) *HW Associates Election of W Managing Agent dated
February 20, 1989 (Exhibit 9(c) to Registrant's Report on
Form 10-K dated November 20, 1989) . . . . . . . . . . . . .
10. MATERIAL CONTRACTS
(a) Employee Benefit Plans:
(i) Bonus, Profit Sharing and Other Compensation Plans:
(A) *Executive Bonus Plan (Exhibit 10(a)(i)(F) to
Registrant's Report on Form 10-K dated
November 17, 1988) . . . . . . . . . . . . . . .
(B) *Supplemental Benefits Plan as amended and
restated as of July 13, 1988
(Exhibit 10(a)(i)(H)(1) to Registrant's Report on
Form 10-K dated November 17, 1988). . . . . . . .
(C) *Management Incentive Plan (Exhibit 10(a)(i)(L)
to Registrant's Report on Form 10-K dated
November 17, 1988). . . . . . . . . . . . . . . .
(1)Amendment to Management Incentive Plan adopted
October 11, 1994 effective upon shareholder
approval. . . . . . . . . . . . . . . . . . . . .
(D) Profit Sharing Plan:
(1) *United Stationers Inc. Profit Sharing
PluSavings Plan restated as of September 1,
1986 (Exhibit 10(a)(i)(J)(2) to Registrant's
Report on Form 10-K dated November 19,
1987) . . . . . . . . . . . . . . . . . . . .
(2) *Amendment to United Stationers Inc. Profit
Sharing PluSavings Plan adopted January 11,
1989, effective September 1, 1989.
(Exhibit 10(a)(i)(F)(2)(f) to Registrant's
Report on Form 10-K dated November 20, 1989).
(E) *United Stationers Inc. 1981 Stock Incentive
Award Plan as amended and restated effective
January 8, 1987 (Exhibit 10(a)(i)(L) to
Registrant's Report on Form 10-K dated
November 19, 1987). . . . . . . . . . . . . . . .
(1) *Amendment effective November 6, 1987
(Exhibit 10(a)(i)(L)(1) to Registrant's
Report on Form 10-K dated November 19, 1987).
(2) *Amendment adopted November 11, 1988
(Exhibit 10(a)(i)(N)(2) to Registrant's
Report on Form 10-K dated November 17, 1988).
(3) *Amendment adopted September 20, 1991
(Exhibit 10(u)(i)(E)(3) to Registrant's
Report on Form 10-K dated November 25, 1991).
(4) Amendment adopted October 11 1994 effective
upon shareholder approval
(F) *United Stationers Inc. 1985 Nonqualified Stock
Option Plan (Exhibit 10(a)(i)(J) to Registrant's
Report on Form 10-K dated November 15, 1985). . .
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
8
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
(1) *Amendment effective November 6, 1987
(Exhibit 10(a)(i)(M)(1) to Registrant's
Report on Form 10-K dated November 19, 1987).
(2) *Resolution terminating Plan adopted
November 11, 1988 (Exhibit 10(a)(i)(O)(2) to
Registrant's Report on Form 10-K dated
November 17, 1988). . . . . . . . . . . . . .
(G) *United Stationers Inc. Directors' Stock Option
Plan (Exhibit 10(a)(i)(O) to Registrant's Report
on Form 10-K dated November 19, 1987) . . . . . .
(ii) Pension and Retirement Plans:
(A) *United Stationers Supply Co. Pension Plan as
amended effective September 1, 1981
(Exhibit 10(e)(iii) to Form S-1 (SEC File No. 2-
74573)) . . . . . . . . . . . . . . . . . . . . .
(1) *Amendment No. 1 effective September 1, 1981
(Exhibit 10(a)(ii)(B)(2) to Registrant's
Report on Form 10-K dated November 15, 1985).
(2) *Amendment No. 2 generally effective
September 1, 1984 (Exhibit 10(a)(ii)(B)(3) to
Registrant's Report on Form 10-K dated
November 15, 1985). . . . . . . . . . . . . .
(3) *Amendment No. 3 generally effective
September 1, 1985, containing certain
retroactive provisions
(Exhibit 10(a)(ii)(B)(4) to Registrant's
Report on Form 10-K dated November 15, 1985).
(4) *Further amendments effective as of
August 31, 1986 (Exhibit 10(a)(ii)(B)(5) to
Registrant's Report on Form 10-K dated
November 18, 1986). . . . . . . . . . . . . .
(5) *Further amendments effective as of
September 1, 1986 (Exhibit 10(a)(ii)(B)(6) to
Registrant's Report on Form 10-K dated
November 19, 1987). . . . . . . . . . . . . .
(6) *Further amendment adopted and effective
May 15, 1989 (Exhibit 10(a)(ii)(B)(7) to
Registrant's Report on Form 10-K dated
November 20, 1989). . . . . . . . . . . . . .
(b) *Amended and Restated Employment and Consulting Agreement
dated April 15, 1993 between Registrant, United Stationers
Supply Co. ("Supply Co.") and Joel D. Spungin (Exhibit 10(b)
to Registrant's Report on Form 10-K dated November 22,
1993). . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) *Form of Employment and Consulting Agreement between
Registrant, Supply Co. and certain executive officers
(Exhibit 10(j) to Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . . . . . . . . . . . .
(d) *Employment and Consulting Agreement dated September 1, 1989
between Registrant, Supply Co. and Melvin L. Hecktman
(Exhibit 10(k) to Registrant's Report on Form 10-K dated
November 20, 1989) . . . . . . . . . . . . . . . . . . . . .
(e) *Employment and Consulting Agreement dated March 1, 1990
between Registrant, Supply Co. and Jeffrey K. Hewson
(Exhibit 10(l) to Registrant's Report on Form 10-K dated
November 20, 1990) . . . . . . . . . . . . . . . . . . . . .
(i) *Amendment dated April 10, 1991 of Employment and
Consulting Agreement between Registrant, Supply Co.
and
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
9
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
Jeffrey K. Hewson (Exhibit 10(1)(i) to Registrant's
Report on Form 10-K dated November 25, 1991)
(ii) Amendment dated September 1, 1994 of Hewson Employment
and Consulting Agreement . . . . . . . . . . . . . . .
(f) Deferred Compensation Plan effective September 1, 1994 . . .
(g) DOCUMENTS RELATING TO REGIONAL DISTRIBUTION CENTERS:
(i) The City Of Industry (Los Angeles Area), California:
(A) *Deed of Trust by Supply Co. to First Interstate
Mortgage Company dated May 30, 1985, Guaranty,
Promissory Note, Assignment of Rents and
Assignment of Lessor's Interest in Lease
(Exhibit 10(g)(i)(C) to Registrant's Report on
Form 10-K dated November 15, 1985). . . . . . . .
(ii) Livonia (Detroit Area), Michigan:
(A) *Mortgage and Security Agreement dated
February 22, 1979 by HW Partnership to Equitable
Life Insurance Company of Iowa
(Exhibit 10(b)(ii)(B) to Form S-1 (SEC File
No. 2-74573)) . . . . . . . . . . . . . . . . . .
(B) *Assumption Agreement (regarding first mortgage)
dated August 24, 1980 between Supply Co. and
Equitable Life Insurance Company of Iowa
(Exhibit 10(b)(ii)(C) to Form S-1 (SEC File
No. 2-74573)) . . . . . . . . . . . . . . . . . .
(iii) Pennsauken (Philadelphia Area), New Jersey:
(A) *Mortgage dated November 14, 1973 by
8950 Pennsauken Highway, Inc. to Rouse Investing
Company (Exhibit 10(b)(iii)(B) to Form S-1 (SEC
File No. 2-74573))
(B) *Assignment of Mortgage dated November 16, 1973
by Rouse Investing Company to the Life Insurance
Company of Virginia (Exhibit 10(b)(iii)(C) to
Form S-1 (SEC File No. 2-74573)) . . . . . . . .
(C) *Modification Agreement (regarding first
mortgage) dated October 24, 1980 between Supply
Co. and The Life Insurance Company of Virginia
(Exhibit 10(b)(iii)(D) to Form S-1 (SEC File
No. 2-74573)) . . . . . . . . . . . . . . . . . .
(iv) Dallas, Texas:
(A) *Texas Deed of Trust dated July 3, 1979 by Supply
Co. to William E. Leary, as Trustee
(Exhibit 10(b)(v)(B) to Form S-1 (SEC File No. 2-
74573)) . . . . . . . . . . . . . . . . . . . . .
(B) *Note dated August 21, 1979 made by Supply Co. to
John Hancock Mutual Life Insurance Company
(Exhibit 10(b)(v)(C) to Form S-1 (SEC File No. 2-
74573)) . . . . . . . . . . . . . . . . . . . . .
(v) Woburn (Boston Area), Massachusetts:
(A) *Security Agreement dated August 15, 1985 between
Supply Co. and Connecticut General Life Insurance
Company ("Connecticut") (Exhibit 10(g)(vi)(D)(2)
to Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . . . .
(B) *Promissory Note dated January 10, 1980 between
three individuals d/b/a Mystic Builders Supply
Company ("Mystic") and New England
Merchants National Bank
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
10
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
("Merchants") (Exhibit 10(g)(vi)(D)(2)(v) to
Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . . . .
(C) *Mortgage dated January 10, 1980 between Mystic
and Merchants (Exhibit 10(g)(vi)(D)(2)(w) to
Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . . . .
(D) *Security Agreement dated January 10, 1980
between Mystic and Merchants (Exhibit
10(g)(vi)(D)(2)(x) to Registrant's Report on Form
10-K dated November 15, 1985) . . . . . . . . . .
(E) *Collateral Assignment of Lease and Rents dated
June 23, 1980 by Mystic in favor of Connecticut
(Exhibit 10(g)(vi)(D)(2)(y) to Registrant's
Report on Form 10-K dated November 15, 1985) . .
(F) *Assignment of Mortgage, Security Agreement and
Financing Statement dated June 26, 1980 by
Merchants in favor of Connecticut
(Exhibit 10(g)(vi)(D)(2)(z) to Registrant's
Report on Form 10-K dated November 15, 1985) . .
(vi) Norcross (Atlanta Area), Georgia:
(A) DOCUMENTS CONCERNING $7,500,000 DEVELOPMENT
AUTHORITY OF GWINNETT COUNTY INDUSTRIAL
DEVELOPMENT REVENUE REFUNDING BONDS (UNITED
STATIONERS SUPPLY CO. PROJECTS), SERIES
1990A:
(1) *Loan Agreement dated as of October 1,
1990 between Development Authority of
Gwinnett County ("Authority") and Supply
Co. (Exhibit 10(n)(vii)(A)(1) to
Registrant's Report on Form 10-K dated
November 25, 1991) . . . . . . . . . . .
(2) *Trust Indenture dated as of October 1,
1990 between Authority and Pittsburgh
National Bank as Trustee (Exhibit
10(n)(vii)(A)(2) to Registrant's Form
10-K dated November 25, 1991) . . . . .
(3) *Letter of Credit dated December 14,
1990 from Pittsburgh National Bank to
Pittsburgh National Bank to Pittsburgh
National Bank as Paying Agent (Exhibit
10(n)(vii)(A)(5) to Registrant's Form
10-K dated November 25, 1991) . . . . .
(4) *Reimbursement, Credit and Security
Agreement dated as of October 1, 1990
between Supply Co. and Pittsburgh
National Bank (Exhibit 10(n)(vii)(A)(6)
to Registrant's Report on Form 10-K
dated November 25, 1991) . . . . . . . .
(vii) Harmans (Baltimore Area), Maryland:
(A) DOCUMENTS CONCERNING $8,000,000 ANNE ARUNDEL
COUNTY, MARYLAND INDUSTRIAL DEVELOPMENT REVENUE
BONDS (UNITED STATIONERS SUPPLY CO. PROJECT),
SERIES 1984:
(1) *Option and Purchase Agreement dated as of
December 1, 1984 between Registrant and
Pittsburgh
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
11
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
National Bank ("PNB") (Exhibit 28(A)(1) to
Registrant's Report on Form 8-K dated
December 27, 1984) . . . . . . . . . . . . .
(a) *Amendment to Option and Purchase
Agreement dated July 29, 1991 between
Registrant and PNB (Exhibit
10(n)(viii)(A)(1) to Registrant's Report
on Form 10-K dated November 25, 1991) .
(b) *Amendment to Option and Purchase
Agreement dated June 30, 1993 (Exhibit
10(f)(viii)(A)(1)(b) to Registrant's
Report on Form 10-K dated November 22,
1993). . . . . . . . . . . . . . . . . .
(2) *Guarantee and Indemnification Agreement
dated as of December 1, 1984 between
Registrant and Marine Bank, as Trustee
("Trustee"), under Indenture of Trust dated
as of December 1, 1984 between Anne Arundel
County, Maryland ("County") and Trustee, and
in favor of County (Exhibit 28(A)(2) to
Registrant's Report on Form 8-K dated
December 27, 1984). . . . . . . . . . . . . .
(3) *Supplemental Guarantee and Indemnification
Agreement dated as of December 1, 1984
between Registrant and PNB (Exhibit 28(A)(3)
to Registrant's Report on Form 8-K dated
December 27, 1984). . . . . . . . . . . . . .
(4) *Loan and Security Agreement dated as of
December 1, 1984 between County and Supply
Co. (Exhibit 28(A)(4) to Registrant's Report
on Form 8-K dated December 27, 1984). . . . .
(5) *Bond Purchase Agreement dated as of
December 1, 1984 between Supply Co., County
and PNB (Exhibit 28(A)(4) to Registrant's
Report on Form 8-K dated December 27, 1984) .
(viii) Edison (New York City Area), New Jersey:
(A) DOCUMENTS CONCERNING $8,000,000 NEW JERSEY
ECONOMIC DEVELOPMENT REVENUE BONDS (UNITED
STATIONERS SUPPLY CO PROJECT), SERIES 1985:
(1) *Loan and Security Agreement dated as of
September 4, 1985 by and between New Jersey
Economic Development Authority ("Authority")
and Supply Co. (Exhibit 10(g)(ix)(A) to
Registrant's Report on Form 10-K dated
November 15, 1985). . . . . . . . . . . . . .
(2) *Guarantee and Indemnification Agreement
dated as of September 4, 1985 between
Registrant and Trustee (Exhibit 10(g)(ix)(C)
to Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . .
(3) *Supplemental Guarantee and Indemnification
Agreement dated as of September 4, 1985
between Registrant and Irving Trust Company
("ITC") (Exhibit 10(g)(ix)(D) to Registrant's
Report on Form 10-K dated November 15,
1985) . . . . . . . . . . . . . . . . . . . .
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
12
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
(4) *Mortgage and Security Agreement dated as of
September 4, 1985 from Supply Co. to
Authority (Exhibit 10(g)(ix)(E) to
Registrant's Report on Form 10-K dated
November 15, 1985) . . . . . . . . . . . . .
(5) *Option and Purchase Agreement dated as of
September 4, 1985 between Registrant and ITC
(Exhibit 10(g)(ix)(F) to Registrant's Report
on Form 10-K dated November 15, 1985) . . . .
(a) *Amendment No. 3 to Option and Purchase
Agreement dated as of July 31, 1992
between Registrant and The Bank of New
York (formerly Irving Trust Company)
(Exhibit 10(n)(ix)(A)(6)(b) to
Registrant's Report on Form 10-K dated
November 18, 1992) . . . . . . . . . . .
(b) Amendment No. 6 to Option and Purchase
Agreement dated as of May 31, 1994 . . .
(ix) Twinsburg (Cleveland Area), Ohio:
(A) DOCUMENTS CONCERNING $6,800,000 CITY OF
TWINSBURG, OHIO INDUSTRIAL DEVELOPMENT BONDS,
SERIES 1986 (UNITED STATIONERS SUPPLY CO.
PROJECT):
(1) *Loan Agreement dated as of December 1, 1986
between City of Twinsburg, Ohio and Supply
Co. (Exhibit 10(g)(xi)(D)(1) to Registrant's
Report on Form 10-K dated November 19, 1987).
(a) *First Supplemental Indenture of Trust
dated February 24, 1987 between City of
Twinsburg and Irving Trust Company, as
Trustee (Exhibit 10(g)(xi)(D)(2)(a) to
Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . .
(b) *Second Supplemental Indenture of Trust
dated December 19, 1990 between the City
of Twinsburg and the Bank of New York,
as Trustee (Exhibit 10(n)(xi)(2)(b) to
Registrant's Report on Form 10-K dated
November 25, 1991) . . . . . . . . . . .
(2) *Guaranty Agreement dated December 1, 1986
between Registrant and Irving Trust Company,
as Trustee (Exhibit 10(g)(xi)(D)(3) to
Registrant's Report on Form 10-K dated
November 19, 1987) . . . . . . . . . . . . .
(x) Sacramento, California:
(A) *Lease dated January 12, 1993 between Supply Co.
as lessee and Stationers Antelope Joint Venture
as lessor and Rider One . . . . . . . . . . . . .
(xi) Ft. Lauderdale, Florida:
(A) *Lease dated February 1, 1993 between CMD Florida
Four Limited Partnership as lessor and Supply Co.
as lessee, and First Amendment dated July 14,
1993. . . . . . . . . . . . . . . . . . . . . . .
(h) DOCUMENTS CONCERNING $7,500,000 CITY OF DES PLAINES,
ILLINOIS ECONOMIC DEVELOPMENT REVENUE BONDS (UNITED
STATIONERS SUPPLY CO. PROJECTS), SERIES 1983:
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
13
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
(i) *Purchase Agreement dated as of
December 1, 1983 between Registrant and
RepublicBank Dallas, National
Association ("Republic")
(Exhibit 28(A)(1) to Registrant's Report
on Form 8-K dated December 28, 1983) . .
(ii) *Guarantee and Indemnification Agreement
dated December 1, 1983 between
Registrant and Republic, as Trustee,
under Indenture of Trust dated as of
December 1, 1983, between City of Des
Plaines ("City") and Republic, as
Trustee, ("Republic Trustee")
(Exhibit 28(A)(2) to Registrant's Report
on Form 8-K dated December 28, 1983) . .
(iii) *Supplemental Guarantee and
Indemnification Agreement dated as of
December 1, 1983 between Registrant and
Republic (Exhibit 28(A)(3) to
Registrant's Report on Form 8-K dated
December 28, 1983) . . . . . . . . . . .
(iv) *Mortgage and Loan Agreement dated as of
December 1, 1983 between City and Supply
Co. (Exhibit 28(A)(4) to Registrant's
Report on Form 8-K dated December 28,
1983) . . . . . . . . . . . . . . . . .
(v) *Option and Purchase Agreement between
Registrant and Pittsburgh National Bank
dated as of December 30, 1985.
(Exhibit 10(h)(vii) to Registrant's
Report on Form 10-K dated November 18,
1986) . . . . . . . . . . . . . . . . .
(a) *Amendment to Option and Purchase
Agreement dated July 29, 1991
between Registrant and Pittsburgh
National Bank (Exhibit 10(o)(vii)(a)
to Registrant's Report on Form 10-K
dated November 25, 1991) . . . . . .
(b) *Amendment to Option and Purchase
Agreement dated June 30, 1993
(Exhibit 10(g)(vii)(b) to
Registrant's Report on Form 10-K
dated November 22, 1993) . . . . . .
(vi) *Supplemental Guarantee and
Indemnification Agreement between
Registrant, Supply Co. and Pittsburgh
National Bank dated as of December 30,
1985. (Exhibit 10(h)(viii) to
Registrant's Report on Form 10-K dated
November 18, 1986) . . . . . . . . . . .
(vii) *Modification of Purchase Agreement
between Registrant, RepublicBank Dallas,
N.A. and Pittsburgh National Bank dated
as of December 30, 1985.
(Exhibit 10(h)(ix) to Registrant's
Report dated November 18, 1986) . . . .
(i) Certificate of Insurance covering directors' and
officers' liability insurance effective November 1,
1993 through November 1, 1994. . . . . . . . . . . . .
(j) *Merger Agreement dated as of June 24, 1992 between
Registrant, Supply Co. and SDC Distributing Corp.
(Exhibit 10(a) to Registrant's Report on Form 8-K
dated July 8, 1992) . . . . . . . . . . . . . . . . .
(k) Plan and Agreement of Merger dated August 31, 1994
between MicroUnited Inc. and Supply Co.
(l) LOAN AGREEMENTS:
(i) *Purchase Agreement dated July 5, 1988 between
Metropolitan Life Insurance Company and
Registrant (Exhibit 10(q)(iii) to Registrant's
Report on Form 10-K dated November 17, 1988) . .
___________________
*Incorporated by reference--For Exchange Act filings, see SEC File No. 0-10653
14
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
(A) *Promissory Note dated July 6, 1988 from
Registrant to Metropolitan Life Insurance
Company (Exhibit 10(q)(iii)(A) to
Registrant's Report on Form 10-K dated
November 17, 1988) . . . . . . . . . . . . .
(ii) *Reducing Revolving Credit and Term Loan
Agreement dated as of June 24, 1992 between
Supply Co. and a group of seven lenders (Exhibit
10(b) to Registrant's Report on Form 8-K dated
July 8, 1992) . . . . . . . . . . . . . . . . . .
(A) Amendment No. 1 dated as of June 30, 1993 . .
(B) Amendment No. 2 dated as of November 30,
1993. . . . . . . . . . . . . . . . . . . . .
(C) Amendment No. 3 dated as of August 31, 1994 .
(m) *Agreement dated April 1, 1991 between Supply Co. and
White Storage & Retrieval Systems, Inc. for design and
installation of automated carousel system at Los
Angeles regional distribution center (Exhibit 10(v) to
Registrant's Report on Form 10-K dated November 25,
1991). . . . . . . . . . . . . . . . . . . . . . . . .
(n) Agreement between Supply Co. and White Storage and
Retrieval Systems, Inc. for design and installation of
carousel system at Edison Regional Distribution
Center . . . . . . . . . . . . . . . . . . . . . . . .
11. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13. Annual Report to Stockholders for the fiscal year ended August 31, 1994 . .
18. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22. Subsidiaries of the Registrant. . . . . . . . . . . . . . . . . . . . . . .
23. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24. Consent of Arthur Andersen LLP is included herein . . . . . . . . . . . . .
25. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29. Not applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- - ---------------
*Incorporated by reference -- For Exchange Act filings, see SEC File No. 0-10653
15
(B) No reports on Form 8-K were filed by the Registrant during the last
quarter.
For the purpose of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statement on Form S-8
No. 3332453 (filed December 6, 1989).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant 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
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant 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 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.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BY: /S/ ALLEN B. KRAVIS
-----------------------------
Allen B. Kravis
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Dated: November 22, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
/s/ JOEL D. SPUNGIN CHAIRMAN OF THE BOARD OF DIRECTORS November 22, 1994
- - ------------------------------ AND CHIEF EXECUTIVE OFFICER
Joel D. Spungin
/s/ JEFFREY K. HEWSON PRESIDENT, CHIEF OPERATING OFFICER November 22, 1994
- - ------------------------------ AND A DIRECTOR
Jeffrey K. Hewson
/s/ ALLEN B. KRAVIS SENIOR VICE PRESIDENT AND CHIEF November 22, 1994
- - ------------------------------ FINANCIAL OFFICER
Allen B. Kravis
/s/ TED S. RZESZUTO VICE PRESIDENT AND CONTROLLER November 22, 1994
- - ------------------------------
Ted S. Rzeszuto
/s/ JEROLD A. HECKTMAN DIRECTOR November 22, 1994
- - ------------------------------
Jerold A. Hecktman
/s/ MELVIN L. HECKTMAN DIRECTOR November 22, 1994
- - ------------------------------
Melvin L. Hecktman
/s/ E. DAVID COOLIDGE III DIRECTOR November 22, 1994
- - ------------------------------
E. David Coolidge III
/s/ IRA A. EICHNER DIRECTOR November 22, 1994
- - ------------------------------
Ira A. Eichner
/s/ JACK TWYMAN DIRECTOR November 22, 1994
- - ------------------------------
Jack Twyman
/s/ DAVID R. SMITH DIRECTOR November 22, 1994
- - ------------------------------
David R. Smith
/s/ DOUGLAS K. CHAPMAN DIRECTOR November 22, 1994
- - ------------------------------
Douglas K. Chapman
17
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in, or incorporated by reference in, this Form 10-K,
into the Company's previously filed Registration Statements on Form S-8 (File
Nos. 2-77628, 33-4729 and 33-32453) and Registration Statement on Form S-3 (File
No. 33-28251). It should be noted that we have not audited any financial
statements of the Company subsequent to August 31, 1994 or performed any audit
procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
November 22, 1994.
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors
of United Stationers Inc.
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in United Stationers Inc.'s
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated October 6, 1994. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole.
Schedules II, V, VI and VIII are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the consolidated financial statements.
These schedules have been subjected to the auditing procedures applied in the
audits of the consolidated financial statements and, in our opinion, fairly
state in all material respects the financial data required to be set forth
therein in relation to the consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
October 6, 1994.
19
UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
(IN THOUSANDS OF DOLLARS)
BALANCE AT
DEDUCTIONS END OF PERIOD
BALANCE AT -------------------------- ----------------------
YEAR ENDED NAME BEGINNING AMOUNTS AMOUNTS NOT
AUGUST 31, OF DEBTOR OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT CURRENT
- - ---------- --------- --------- --------- --------- ----------- ------- -------
United Business
1993 Computers, Inc. -- $150 -- -- -- $150(A)
United Business
1994 Computers, Inc. $150 $75 -- -- -- $225(A)
- - -----------
The amounts represent funds borrowed under a $500,000 Revolving Credit Loan
Agreement expiring 6/30/96. Interest is payable quarterly at prime through
6/30/94 and at higher rates thereafter; secured by accounts, inventory, and
contract rights and general intangibles.
(A) Amount included in accounts receivable.
20
UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)
BALANCE AT BALANCE
BEGINNING ADDITIONS OTHER AT END
OF YEAR AT COST RETIREMENTS CHANGES OF YEAR
------- ------- ----------- ------- -------
Year ended August 31, 1994:
Land and buildings $ 90,147 $ 1,952 $ -- $ -- $ 92,099
Fixtures and equipment 143,415 8,731 (A1) (1,607) 91 150,630
Leasehold improvements 46 36 (44) (2) 36
Assets under capital leases 1,210 -- (47) -- 1,163
-------- ------- -------- ----- --------
$234,818 $10,719 $ (1,698) $ 89 $243,928
-------- ------- -------- ----- --------
-------- ------- -------- ----- --------
Year ended August 31, 1993:
Land and buildings $ 89,611 $ 451 $ -- $ 85 $ 90,147
Fixtures and equipment 126,113 29,557 (A1) (12,158) (97) 143,415
Leasehold improvements 887 -- (836) (5) 46
Assets under capital leases 1,220 -- (10) -- 1,210
-------- ------- -------- ----- --------
$217,831 $30,008 $(13,004) $ (17) $234,818
-------- ------- -------- ----- --------
-------- ------- -------- ----- --------
Year ended August 31, 1992:
Land and buildings $ 89,291 $ 330 $ (10) $ -- $ 89,611
Fixtures and equipment 106,918 19,717 (A2) (522) -- 126,113
Leasehold improvements 889 -- -- (2) 887
Assets under capital leases 1,146 74 -- -- 1,220
-------- ------- -------- ----- --------
$198,244 $20,121 $ (532) $ (2) $217,831
-------- ------- -------- ----- --------
-------- ------- -------- ----- --------
- - ---------------
Additions in excess of 2% of total assets:
ADDITION OTHER ACCOUNTS AFFECTED
-------- -----------------------
(A1) Purchase of computer equipment at the Des
Plaines Corporate office facility . . . . . . . . . . . . . . . . Cash
(A2) Dollars in excess of 2% of total assets relate to
the acquisition of SDC Distributing Corp
21
UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
PROPERTY, PLANT AND EQUIPMENT
(IN THOUSANDS OF DOLLARS)
BALANCE AT BALANCE
BEGINNING ADDITIONS OTHER AT END
OF YEAR AT COST RETIREMENTS CHANGES OF YEAR
------- ------- ----------- ------- -------
Year ended August 31, 1994:
Buildings $16,773 $ 2,195 $ -- $-- $ 18,968
Fixtures and equipment 79,291 15,733 (853) 91 94,262
Leasehold improvements 21 10 (29) -- 2
Assets under capital leases 1,097 54 (19) -- 1,132
------- ------- --------- --- -------
$97,182 $17,992 $ (901) $91 $114,364
------- ------- --------- --- -------
------- ------- --------- --- -------
Year ended August 31, 1993:
Buildings $14,637 $ 2,136 $ -- $-- $16,773
Fixtures and equipment 74,330 14,992 (10,031) -- 79,291
Leasehold improvements 515 92 (586) -- 21
Assets under capital leases 1,018 89 (10) -- 1,097
------- ------- --------- --- -------
$90,500 $17,309 $(10,627) $-- $97,182
------- ------- --------- --- -------
------- ------- --------- --- -------
Year ended August 31, 1992:
Buildings $12,540 $ 2,107 $ (10) $-- $14,637
Fixtures and equipment 61,445 13,297 (412) -- 74,330
Leasehold improvements 419 96 -- -- 515
Assets under capital leases 954 64 -- -- 1,018
------- ------- --------- --- -------
$75,358 $15,564 $ (422) $-- $90,500
------- ------- --------- --- -------
------- ------- --------- --- -------
22
UNITED STATIONERS INC. AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS OF DOLLARS)
BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO AT END
OF YEAR EXPENSES DEDUCTIONS OF YEAR
------- -------- ---------- -------
Reserve for Doubtful Accounts:
Year ended August 31--
1994 $3,964 $5,750 $5,704(A) $4,010
1993 $4,335 $7,316 $7,687(A) $3,964
1992 $3,544 $6,853(C) $6,062(A) $4,335
Sales Returns, Rebates, and Allowances:
Year ended August 31--
1994 $25,552 $67,970 $62,229(B) $31,293
1993 $23,794 $52,593 $50,835(B) $25,552
1992 $18,501 $39,877(D) $34,584(B) $23,794
- - ---------------
(A) Accounts determined to be uncollectible and charged against reserves, net
of collections on accounts previously written off.
(B) Credit memos issued for sales returns, rebates, and allowances.
(C) Includes an additional $961 from acquired company.
(D) Includes an additional $4,920 from acquired company.
23
UNITED STATIONERS INC.
2200 East Golf Road
Des Plaines, Illinois 60016-1267
708/699-5000