EXHIBIT 9.2
FIRST AMENDMENT TO VOTING TRUST AGREEMENT
-----------------------------------------
This FIRST AMENDMENT TO VOTING TRUST AGREEMENT (this "Amendment Agreement")
-------------------
is made and entered into as of the Effective Time (hereinafter defined), by and
among United Stationers Inc., a Delaware corporation and successor-in-interest
to AHI (as hereinafter defined) (the "Surviving Corporation"), the beneficial
---------------------
owners of shares of common stock, $.10 par value ("Common Stock"), of the
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Surviving Corporation, whose names are set forth on the signature pages hereto
(the "Beneficiaries"), and Gary G. Miller, Daniel J. Good, Thomas W. Sturgess,
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Frederick B. Hegi, Jr., and James A. Johnson as the voting trustees (the
"Trustees"), pursuant to the Voting Trust Agreement (hereinafter defined).
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RECITALS
A. Associated Holdings, Inc., a Delaware corporation ("AHI"),
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Beneficiaries and Trustees are parties to that certain Voting Trust Agreement
dated as of January 31, 1992 (the "Voting Trust Agreement");
----------------------
B. Pursuant to that certain Agreement and Plan of Merger (the "Merger
------
Agreement"), dated as of February 13, 1995, between AHI and the Surviving
- ---------
Corporation, AHI was merged with and into the Surviving Corporation (the
"Merger"), with the Surviving Corporation surviving the Merger (the time upon
------
which the Merger became effective pursuant to the terms and conditions of the
Merger Agreement and as defined therein, is referred to herein as the "Effective
---------
Time"); and
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C. In connection with the Merger, the parties to the Voting Trust
Agreement desire to amend the Voting Trust Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the Surviving Corporation, Beneficiaries and Trustees hereby agree
as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
-----------
shall have the respective meanings assigned to such terms in the Voting Trust
Agreement.
2. Amendments. The Voting Trust Agreement is hereby amended as follows:
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(a) All references to the "Company" in the Voting Trust Agreement
shall mean the Surviving Corporation.
(b) All references to "Common Stock" in the Voting Trust Agreement
shall mean the common stock, $.10 par value, of the Surviving Corporation.
(c) The first sentence of Section 1 of the Voting Trust Agreement
shall be amended by deleting the words "Class A Common Stock of the
Corporation" and replacing them with the words "common stock, $.10 par
value, of the Company".
(d) Section 2 of the Voting Trust Agreement shall be amended by
deleting the language directly following "as may be approved by the Voting
Trustees:" in its entirety and substituting therefor the following:
"UNITED STATIONERS INC.
(a Delaware corporation)
No. ____________ ____________ Shares
This certifies that [stockholder] has deposited the number of
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shares set forth above of the Common Stock of the above-named
corporation with the Voting Trustees hereinafter named, under an
agreement among the corporation, Daniel J. Good, Frederick B. Hegi,
Jr., James A. Johnson, Gary G. Miller and Thomas W. Sturgess as Voting
Trustees, and certain beneficial owners of shares of Common Stock of
the corporation, dated as of January 31, 1992, as amended as of March
__, 1995. The certificate and the interest represented by it are
transferable only on the books of the Voting Trustees, and only upon
the presentation and surrender hereof. The holder of this certificate
takes it subject to all of the terms and conditions of the Voting
Trust Agreement, as amended, and as a party to such Voting Trust
Agreement is entitled to the benefits thereof. This Voting Trust
Certificate is subject to certain restrictions on the transfer hereof
contained in that certain Stockholders Agreement, dated as of January
31, 1992, as amended from time to time.
2
IN WITNESS WHEREOF, the Voting Trustees have caused this
certificate to be signed this ____ day of _____________, 19__.
__________________________ _________________________
Thomas W. Sturgess, Gary G. Miller,
Voting Trustee Voting Trustee
__________________________ _________________________
Frederick B. Hegi, Jr., Daniel J. Good,
Voting Trustee Voting Trustee
__________________________
James A. Johnson,
Voting Trustee"
(e) Section 12(a) of the Voting Trust Agreement is amended and
restated in its entirety to read as follows:
"(a) This Agreement shall terminate upon the earlier of (i)
January 31, 2005 or (ii) the consummation of a Qualified Public
Offering. As used herein, the term Qualified Public Offering shall
mean the sale after the date hereof in an underwritten public offering
or a series of public offerings, registered under the Securities Act
of 1933, as amended, of Common Stock which results in public ownership
of not less than 20% of the outstanding Common Stock of the Company
determined on a fully diluted basis, which shares of Common Stock are
listed upon the New York Stock Exchange, the American Stock Exchange
or are approved for quotation on the NASDAQ National Market System and
which offerings shall have resulted in the receipt by the Company and
any selling stockholders of aggregate cash proceeds (after deduction
of underwriter discounts and the costs associated with the offerings)
of at least $50 million."
3. Voting Trust Certificates. At the Effective Time, the Beneficiary's
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voting trust certificate or certificates representing shares of class A common
stock, $.01 par value, of AHI ("AHI Common Stock") deposited under the Voting
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Trust Agreement, shall represent the right to receive a voting trust certificate
representing the number of shares of Common Stock into
3
which the number of shares of AHI Common Stock represented by such Beneficiary's
voting trust certificate was converted pursuant to the terms of the Merger
Agreement.
4. Voting Trust Agreement Otherwise Unchanged. Except as expressly
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amended hereby, the Voting Trust Agreement shall remain unchanged and in full
force and effect.
5. Counterparts. This Amendment Agreement may be executed in any number
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of counterparts, each of which shall constitute one and the same instrument.
6. Successors and Assigns. The rights and obligations of the parties
----------------------
hereunder shall be binding upon and inure to the benefit of the Surviving
Corporation, Beneficiaries and Trustees and each of their respective successors
and assigns.
7. Headings. The headings of the sections of this Amendment Agreement
--------
are inserted for convenience only and shall not be deemed to constitute a part
hereof.
8. Governing Law. This Amendment Agreement shall be governed by, and
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construed in accordance with, the laws of the State of Illinois, without giving
effect to conflict of law principles.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement to be effective as of the Effective Time.
SURVIVING CORPORATION
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UNITED STATIONERS INC.
By:______________________________________
Name:
Title:
TRUSTEES
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_________________________________________
Thomas W. Sturgess
_________________________________________
Frederick B. Hegi, Jr.
_________________________________________
James A. Johnson
_________________________________________
Gary G. Miller
_________________________________________
Daniel J. Good
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BENEFICIARIES
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WINGATE PARTNERS, L.P.
By: WINGATE MANAGEMENT
COMPANY, L.P., its general
partner
By:______________________________________
Thomas W. Sturgess
General Partner
WINGATE AFFILIATES, L.P.
By:______________________________________
Thomas W. Sturgess
General Partner
WINGATE PARTNERS II, L.P.
By: WINGATE MANAGEMENT
COMPANY II, L.P., its general
partner
By: WINGATE MANAGEMENT
LIMITED, L.L.C., its general
partner
By:______________________________________
Thomas W. Sturgess
Principal
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WINGATE AFFILIATES II, L.P.
By:______________________________________
Thomas W. Sturgess
General Partner
ASI PARTNERS, L.P.
By: CUMBERLAND CAPITAL
CORPORATION, its general
partner
By:______________________________________
Gary G. Miller
President
ASI PARTNERS II, L.P.
By: CUMBERLAND CAPITAL
CORPORATION, its general
partner
By:______________________________________
Gary G. Miller
President
CUMBERLAND CAPITAL
CORPORATION
By:______________________________________
Gary G. Miller
President
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GOOD CAPITAL CO., INC.
By:______________________________________
Daniel J. Good
President
BOISE CASCADE CORPORATION
By:______________________________________
Name:
Title:
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The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
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_________________________________________
Michael D. Rowsey
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
9
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
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_________________________________________
Daniel J. Schleppe
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
10
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
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_________________________________________
Robert W. Eberspacher
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
11
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Lawrence E. Miller
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
12
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Neil Bailey
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
13
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
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_________________________________________
Theresa K. Blake
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
14
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Robert Deiters
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
15
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Thomas Hupp
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
16
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Kenneth Larson
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
17
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Rudy Mayo
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
18
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Paul Pisarski
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
19
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Roger Richey
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
20
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Ralph Swiatek
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
21
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Thomas Trost
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
22
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Cheryl Zupke
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
23
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of that certain Individual Retirement Account (the "IRA")
---
set forth in the Payment Terms Notification dated as of November __, 1992, the
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Thomas Koppleman
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
24
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of an Individual Retirement Account (the "IRA"), the
---
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
James A. Johnson
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
25
_________________________________________
Jay I. Applebaum
_________________________________________
William Bazant
_________________________________________
Daniel H. Bushell
_________________________________________
William Figurelli
_________________________________________
Jeff Frantz
_________________________________________
David Grove
_________________________________________
John D. Kennedy
_________________________________________
James Lyon
_________________________________________
Duane J. Ratay
_________________________________________
Glenn E. Stephens
26
_________________________________________
Craig Zupke
27
PAT INVESTMENTS
By:______________________________________
Name:
Title:
28
_________________________________________
Daniel J. Good
29
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of an Individual Retirement Account (the "IRA"), the
---
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Daniel H. Bushell
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
30
The Beneficiary hereby acknowledges that this Amendment Agreement is
executed below on the Beneficiary's behalf. If the Beneficiary owns Common
Stock as beneficiary of an Individual Retirement Account (the "IRA"), the
---
Beneficiary further acknowledges that the trustee of the IRA (the "IRA Trustee")
-----------
has been instructed by the Beneficiary to execute this Amendment Agreement and
that the Beneficiary approves, as IRA beneficiary, the execution by IRA Trustee
of this Amendment Agreement.
BENEFICIARY
-----------
_________________________________________
Duane J. Ratay
FOR SIGNATURE BY TRUSTEE OF BENEFICIARY'S IRA, IF APPLICABLE:
IRA TRUSTEE:
_________________________________________
By:______________________________________
Name:
Title:
Address:
_________________________________________
_________________________________________
31