SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): JULY 27, 1999
UNITED STATIONERS INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-10653 36-3141189 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
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C:\data\EDGAR\421701.rtf
ITEM 5. OTHER EVENTS.
Adoption of Stockholder Rights Plan
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On July 27, 1999, the Board of Directors of United Stationers
Inc. (the "Company") declared a dividend distribution of one Preferred Stock
Purchase Right for each outstanding share of Common Stock, par value $.10 per
share (the "Common Stock"), of the Company. The distribution is payable as of
August 16, 1999 to stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one-thousandth (1/1,000) of a
share of preferred stock of the Company, designated as Series A Junior Preferred
Stock (the "Preferred Stock") at a price of one hundred dollars ($100) per
one-thousandth (1/1,000) of a share ("Exercise Price"). The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and BANKBOSTON, N.A., as Rights Agent (the "Rights Agent").
Initially the Rights will not be exercisable, certificates
will not be sent to stockholders and the Rights automatically will trade with
the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15% or more of
the outstanding voting stock of the Company (an "Acquiring Person") and (ii) the
tenth business day (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) after the date of the commencement or
announcement of a person's or group's intention to commence a tender or exchange
offer the consummation of which would result in the ownership of 15% or more of
the Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of August 16, 1999, by such Common Stock certificate with a copy of this Summary
of Rights attached thereto. An Acquiring Person does not include (A) the
Company, (B) any subsidiary of the Company, (C) any employee benefit plan or
employee stock plan of the Company or of any subsidiary of the Company, or any
trust or other entity organized, appointed, established or holding voting stock
for or pursuant to the terms of any such plan, or (D) any person or group of
affiliated or associated persons whose ownership of 15% or more of the shares of
voting stock of the Company then outstanding results solely from (i) any action
or transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the number of
issued and outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors (provided that
any person or group that does not become an Acquiring Person by reason of clause
(i) or (ii) above shall become an Acquiring Person upon
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acquisition of an additional 1% of the Company's voting stock unless such
acquisition of additional voting stock will not result in such person or group
becoming an Acquiring Person by reason of such clause (i) or (ii)).
Until the Distribution Date (or earlier redemption, exchange
or expiration of the Rights), new Common Stock certificates issued after August
16, 1999 will contain a legend incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), the surrender for transfer of any of the Common Stock certificates
outstanding as of August 16, 1999, with or without a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on July 26, 2009, unless earlier
redeemed or exchanged by the Company as described below.
The Preferred Stock is nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, subordinate to any other series of the Company's preferred stock. The
Preferred Stock may not be issued except upon exercise of Rights. Each share of
Preferred Stock will be entitled to receive when, as and if declared, a
quarterly dividend in an amount equal to the greater of $0.001 per share or
1,000 times the cash dividends declared on the Company's Common Stock. In
addition, the holders of the Preferred Stock are entitled to receive 1,000 times
any non-cash dividends (other than dividends payable in equity securities)
declared on the Common Stock, in like kind. In the event of the liquidation of
the Company, the holders of Preferred Stock will be entitled to receive, for
each share of Preferred Stock, a payment in an amount equal to the greater of
$0.001 or 1,000 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 1,000 votes, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction in which Common
Stock is exchanged, each share of Preferred Stock will be entitled to receive
1,000 times the amount received per share of Common Stock. The rights of
Preferred Stock as to dividends, liquidation and voting are protected by
anti-dilution provisions.
The number of shares of Preferred Stock issuable upon exercise
of the Rights and Exercise Price of the Rights are subject to certain
adjustments from time to time in the event of a stock dividend on, or a
subdivision or combination of, the Common Stock. The Exercise Price for the
Rights also is subject to adjustment in the event of extraordinary distributions
of cash or other property to holders of Common Stock.
Unless the Rights are earlier redeemed or exchanged, in the
event that, after the time that a Person becomes an Acquiring Person, the
Company were to be acquired in a merger or other business combination (in which
any shares of Common
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Stock are changed into or exchanged for other securities or assets) or more than
50% of the assets or earning power of the Company and its subsidiaries (taken as
a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price.
In addition, unless the Rights are earlier redeemed or
exchanged, in the event that a person or group becomes an Acquiring Person, the
Rights Agreement provides that proper provisions will be made so that each
holder of record of a Right, other than the Acquiring Person (whose Rights will
thereupon become null and void), will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Preferred Stock
having a market value at the time of the transaction equal to two times the
Exercise Price (such market value to be determined with reference to the market
value of the Company's Common Stock as provided in the Rights Agreement).
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding voting stock, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, for that number of shares of the Company's
Common Stock having a fair market value on the first date such person or group
became an Acquiring Person equal to the excess of (i) the value of the shares of
Preferred Stock issuable upon the exercise of the Rights in the event of such
acquisition over (ii) the exercise price of the Rights, in each case as
adjusted.
Fractions of shares of Preferred Stock (other than fractions
which are integral multiples of one-thousandth of a share) may, at the election
of the Company, be evidenced by depositary receipts. The Company may also issue
cash in lieu of fractional shares which are not integral multiples of
one-thousandth of a share.
At any time prior to the time there has been a public
announcement that a person has become an Acquiring Person, the Company may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"). Immediately upon the effective time of the action of the
Board of Directors of the Company authorizing redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company
may, except with respect to the Redemption Price, amend the Rights in any
manner, including an amendment to extend the time period in which the Rights may
be redeemed. At any time when the Rights are not then redeemable, the Company
may amend the Rights in any manner that does not materially adversely affect the
interests of holders of the Rights as such.
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Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of July 27, 1999, there were 33,963,163 shares of Common
Stock outstanding and 37,212,178 shares issued. 68,000 shares of Series A Junior
Preferred Stock have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group who attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business combination approved by
the Board.
The form of Rights Agreement between the Company and
BANKBOSTON, N.A., as rights agent, specifying the terms of the Rights, which
includes as Exhibit A the form of Summary of Rights to purchase Series A Junior
Preferred Stock, as Exhibit B the form of Right Certificate and as Exhibit C the
form of Certificate of Designations of the Company setting forth the terms of
the Preferred Stock are attached hereto as exhibits and are incorporated herein
by reference. The foregoing description of the Rights is qualified by reference
to such exhibits.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Rights Agreement, dated as of July 27, 1999 between
United Stationers Inc. and BANKBOSTON, N.A., as Rights Agent. The
Rights Agreement includes as Exhibit A the Summary of Rights to
purchase Series A Junior Preferred Stock, as Exhibit B the form
of Right Certificate and as Exhibit C the form of Certificate of
Designations.
99.1 Press Release, dated July 27, 1999.
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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.
(Registrant)
Date: August 5, 1999 By: /s/ Susan Maloney Meyer
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Susan Maloney Meyer
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit Description
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4.1 Rights Agreement, dated as of July 27, 1999 between
United Stationers Inc. and BANKBOSTON, N.A., as
Rights Agent. The Rights Agreement includes as
Exhibit A the Summary of Rights to purchase Series A
Junior Preferred Stock, as Exhibit B the form of
Right Certificate and as Exhibit C the form of
Certificate of Designations.
99.1 Press Release, dated July 27, 1999.