EXHIBIT 22
United Stationers Inc.
2200 East Golf Road
Des Plaines, IL 60016
November 16, 1994
Associated Stationers Inc.
1075 Hawthorn Drive
Itasca, Il 60143
Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, TX 75201
Attention: Thomas W. Sturgess, Chairman
Dear Tom:
You have requested information from United Stationers Inc. (the
"Company") in connection with your evaluation of the possibility of a
transaction between the Company and/or its security holders and yourself. As a
condition to our furnishing such information to you, we are requiring that you
agree, as set forth below, to treat confidentially such information and any
other information we or our agents furnish to you, whether furnished before or
after the date of this letter (such information being collectively referred to
herein as the "Evaluation Material"). For purposes of this letter, it is
understood and agreed that the term "Evaluation Material" shall also include all
analyses, compilations, studies and other documents prepared by you or on your
behalf that contain, reflect or based upon any such information.
You acknowledge that the Evaluation Material has substantial economic
value to the Company and that the Company would suffer economic injury if any of
the Evaluation Material were disclosed or used in a manner other than as
permitted hereby. You agree that you will not use the Evaluation Material in any
way detrimental, in the judgment of the Company's management, to the Company
and that such information will be kept confidential by you and your agents and
advisors; provided, however, that (i) any of such information may be disclosed
to your directors, officers and employees and to representatives of your
advisors, and to individuals acting in similar capacities on your behalf, in
each case who need to know such information for the purpose of evaluating a
possible transaction between you and the Company and/or its security holders (it
being understood that such directors, officers, employees, representatives and
other persons shall be informed by you of the confidential nature of
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 2
such information and you shall cause them to treat such information
confidentially and to restrict the use of such information in accordance with
the terms hereof as if they were expressly bound hereby), and (ii) any
disclosure of such information may be made to which the Company consents in
writing.
If at any time you consider a transaction which would involve
participation directly or indirectly by a third party, you agree that such third
party will undertake with you to hold such information in confidence (which
undertaking shall be in writing and for the express benefit of the Company)
prior to disclosure by you to any such third party of any Evaluation Material.
In addition, without the prior written consent of the other party,
each of the Company and you will not, and will direct its directors, officers,
employees and representatives of your advisors not to, disclose to any person
either the fact that discussions or negotiations are taking place concerning a
possible transaction between the Company and/or its security holders and
yourself or any of the terms, conditions or other facts with respect to any such
possible transaction, including the status thereof and the possibility thereof.
The term "person" as used in this letter shall be broadly interpreted to
include, without limitation, any corporation, company, partnership, other entity
or individual.
In addition, you hereby acknowledge that you are aware, and that you
will advise your directors, officers, employees, agents and advisors who are
informed as to the matters which are the subject of this letter agreement, that
the United States securities laws prohibit any person who has material,
non-public information concerning the matters which are the subject of this
letter agreement from purchasing or selling securities of a company which may be
a party to a transaction of a type contemplated by this letter agreement or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such
securities.
In the event that you are requested or required (by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process or otherwise by law) to disclose any
information supplied to you or your agents or representatives in the course of
your dealings with the Company or its representatives or agents, you
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 3
will provide the Company with prompt notice of such request(s) and the documents
and other information requested thereby so that the Company may seek an
appropriate protective order and/or waive your compliance with the provisions of
this letter agreement. It is further agreed that, if in the absence of a
protective order or the receipt of a waiver hereunder you are nonetheless, in
the opinion of your counsel (who shall not be an employee of yours), compelled
to disclose information concerning the Company to any tribunal or governmental
agency or authority or else stand liable for contempt or suffer other censure or
penalty, you may disclose such information to such tribunal or governmental
agency or authority without liability hereunder; provided, however, that you
shall give the Company written notice of the information to be so disclosed as
far in advance of its disclosure as is practicable and shall use your best
efforts to obtain an order or other reliable assurance that confidential
treatment will be accorded to such portion of the information required to be
disclosed as the Company designates.
You hereby acknowledge that the Evaluation Material is being furnished
to you in consideration of your agreement that you will not, for a period of
three years from the date hereof: (a) make any public announcement with respect
to, or make any proposal (whether to the Company or any other person) for, a
transaction between or involving the Company or any of its securities or
security holders and yourself (and/or any of your affiliates and/or any "group"
(within the meaning of Section 13(d) under the Securities Exchange Act of 1934
and the rules and regulations thereunder) of which you or your affiliates are a
part), whether or not any other parties are also involved, directly or
indirectly, in such proposal or transaction, unless such proposal is directed
and disclosed solely to the management of the Company or its designated
representatives, and the Company shall have requested in writing in advance the
submission of such proposal (and shall have consented in writing, in advance, in
the case of any proposal from or involving parties in addition to, or other
than, yourself, to the involvement of such additional or other parties); nor
(b) directly or indirectly, without the express prior written request of the
Company (i) by purchase or otherwise, through your affiliates or otherwise,
alone or with others, acquire, seek, offer to acquire, or agree to acquire,
ownership (including, but not limited to, beneficial ownership as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of any voting securities
of the Company or any of its affiliates or direct or indirect rights (including
convertible securities) or options to acquire such ownership, or
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 4
act in concert with any person which so acquires, seeks, offers to acquire, or
agrees to acquire any such ownership, or (ii) seek to influence or control, the
management or policies of the Company or any of its affiliates (including,
without limitation, through the solicitation of proxies or written consents or
the public announcement of an intention to do so). You also agree during such
period not to (i) publicly disclose any intention, plan or arrangement
inconsistent with the foregoing, (ii) advise, assist, solicit or encourage any
other persons in connection with any of the foregoing or (iii) publicly request
the Company (or its directors, officers, employees, agents or representatives),
directly or indirectly, to amend or waive any provision of this paragraph
(including this clause (iii)). You further acknowledge and agree that the
Company reserves the right, in its sole and absolute discretion, to reject any
or all proposals and to terminate discussions and negotiations with, or directly
or indirectly involving, you at any time.
In the event that not transaction is effected between you and the
Company or its security holders after you have been furnished with the
Evaluation Material, you will promptly, upon the request of the Company, deliver
to the Company the Evaluation Material, without retaining any copy thereof
(provided, however, to the extent such Evaluation Material constitutes analyses,
compilations, studies or other document preparation by you or on your behalf,
you may instead destroy the same and certify in writing to the Company such
destruction).
Although we have endeavored to include in the Evaluation Material
information known to us which we believe to be relevant for the purpose of your
investigation, you understand that we do not make any representation or warranty
as to the accuracy or completeness of the Evaluation Material and that any
representations and warranties, if any, to be made in connection with a possible
transaction will be contained only in a definitive transaction agreement, if
any, to be executed in connection therewith. You agree that neither the Company
nor its representatives shall have any liability to your or any of your
representatives resulting from the use of the Evaluation Material supplied by us
or our representatives and that any work undertaken by you or your
representatives with respect to a possible transaction is not at the request of
the Company and is entirely at your and your representatives' own risk and
expense. Nothing herein contained shall be deemed to constitute, by implication
or otherwise, a commitment on the part of the Company to pursue, negotiate or
enter into any transaction agreement with
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 5
you. In addition, you acknowledge that you and the Company are direct
competitors and that, without implication that this letter constitutes an
obligation of the Company to furnish information to you, the Company currently
does not intend to furnish to you or your representatives information which the
Company believes to be competitively sensitive.
The term "Evaluation Material" as used herein does not include
information which (i) was or becomes generally available to the public other
than as a result of a disclosure by you or your agents or representatives or
(ii) was or becomes available to you on a non-confidential basis from a source
other than the Company or its representatives, provided that such source is not
bound by a confidentiality agreement with the Company or its representatives.
In addition, it is understood and agreed that no failure or delay by
the Company in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or
privilege hereunder.
It is further understood and agreed that money damages would not be a
sufficient remedy for any breach of this letter agreement by you and that the
Company shall be entitled to specific performance and injunctive or other
equitable relief as a remedy for any such breach, and you further agree to waive
any requirement for the securing or posting of any bond in connection with such
remedy. Such remedy shall not be deemed to be the exclusive remedy for your
breach of this letter agreement, but shall be in addition to all other remedies
available at law or equity to the Company. You and the Company also agree that
if any action, suit or proceeding is brought to enforce the terms of this letter
agreement, the losing party shall reimburse the prevailing party for all costs
and expenses, including reasonable attorneys' fees, incurred by the prevailing
party in enforcing its rights hereunder.
This letter agreement shall be governed and construed in accordance
with the laws of the State of Illinois, without giving effect to the principles
of conflict of laws thereof.
If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this letter
Thomas W. Sturgess, Chairman
Associated Stationers Inc.
November 16, 1994
Page 6
agreement, which will constitute our agreement with respect to the matters set
forth herein.
By:
-----------------------------
Name: Joel D. Spungin
Title: Chairman and Chief
Executive Officer
Confirmed and Agreed to
this ____ day of _____________,
1994
By:
-------------------------------
Name: Thomas W. Sturgess
Title: Chairman
WINGATE PARTNERS
By:
-------------------------------
Thomas W. Sturgess
United Stationers Inc.
2200 East Golf Road
Des Plaines, IL 60016
November 16, 1994
Associated Stationers Inc.
1075 Hawthorn Drive
Itasca, IL 60163
Wingate Partners
750 N. St. Paul, Suite 1200
Dallas, Tx 75201
Attention: Thomas W. Sturgess, Chairman
Dear Tom:
Simultaneously herewith, we have entered into a confidentiality
agreement dated the date hereof in connection with your evaluation of the
possibility of a transaction between United Stationers Inc. (the "Company")
and/or its security holders and yourself (the "Potential Transaction").
As a further condition to our furnishing you the information which is
the subject of such confidentiality agreement and to our willingness to enter
any discussions regarding the Potential Transaction, we are requiring that both
partners agree, as set forth below, to certain restrictions with respect to our
respective employees.
From and after the date hereof, and until the expiration of two years
following the abandonment or termination of discussions regarding the Potential
Transaction, neither you nor the Company shall, directly or indirectly, solicit
the employment of, or employ, any general management employee of the other. The
restrictions contained in the immediately preceding sentence apply to any person
who is a general management employee of the Company, or you, at any time form
and after the date hereof until the expiration of two years following the
abandonment or termination of discussions regarding the Potential Transaction.
Thomas W. Sturgess, Chairman
Associated Holdings Inc.
Wingate Partners
November 16, 1994
If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this letter agreement, which will constitute
our agreement with respect to the matters set forth herein.
By:________________________
Name: Joel D. Spungin
Title: Chairman and Chief
Executive Officer
Confirmed and Agreed to
this ___ day of __________,
1994
By:_________________________
Name: Thomas W. Sturgess
Title: Chairman
WINGATE PARTNERS
By:_________________________
Thomas W. Sturgess
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