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UNITED STATIONERS AND SDC DISTRIBUTING ANNOUNCE INTENTION TO MERGE

 UNITED STATIONERS AND SDC DISTRIBUTING ANNOUNCE INTENTION TO MERGE
 DES PLAINES, Ill., June 1 /PRNewswire/ -- United Stationers Inc. (NASDAQ-NMS: USTR), North America's largest distributor of office products, has reached an agreement in principle to merge with SDC Distributing Corp., parent of Stationers Distributing Co., a privately held general line office products wholesaler. United Stationers plans to acquire all of the outstanding stock of SDC Distributing Corp. for approximately $40 million in cash and 3.0 million shares of United Stationers Inc. common stock. The total transaction value will be approximately $80 million. As a result of this transaction, approximately 18.5 million shares of United Stationers Inc. common stock will be outstanding. The transaction is subject to the approval of the shareholders of SDC Distributing Corp. and to signing a definitive agreement. The major shareholders of SDC Distributing Corp. have approved the transaction in principle. The transaction including the necessary financing should be completed by June 30, 1992.
 The announcement was made jointly by Joel D. Spungin, chairman and chief executive officer of United Stationers and David R. Smith, chairman of SDC Distributing Corp.
 "This proposed merger presents many exciting opportunities to capitalize on the strengths of both companies. We will be integrating facilities, operations and personnel to maximize the value of our blended resources. The merger of the two companies (whose combined sales for calendar year 1991 were approximately $1.4 billion) will result in increased throughput and operational efficiencies," said Joel D. Spungin, chairman of United Stationers.
 "This merger will also increase United Stationers ability to provide overnight delivery nationwide. As a result of the merger, we will have more facilities located closer to individual markets. Except for seven overlapping locations, SDC's facilities are in geographic areas that are currently the most difficult for us to serve within 24 hours on a cost- effective basis," Spungin added.
 "The first and highest priority of both firms will be to maintain and improve all of our services to our customers and suppliers while the final negotiations and merger processes are underway," added David R. Smith, chairman of SDC.
 United Stationers' sales were $951 million and net earnings were $9.9 million for its fiscal year ended Aug. 31, 1991. For the first half ended Feb. 29, 1992, United Stationers' unaudited sales were $508 million and net earnings were $6.2 million. SDC's sales were $424 million, net earnings were $8.1 million and shareholders' equity was $39.2 million for its fiscal year ending Dec. 31, 1991. For its first quarter ended March 31, 1992, SDC's unaudited sales were approximately $115 million and net earnings were $2.5 million.
 United Stationers anticipates that certain one-time restructuring expenses associated with the merger will be recognized in its fourth quarter ending Aug. 31, 1992.
 United Stationers currently makes more than 25,000 items available substantially within 24 hours through 15 Regional Distribution Centers and 41 Local Distribution Points. SDC Distributing Corp. is headquartered in Fort Worth, Texas and has 22 facilities located throughout the continental United States.
 -0- 6/1/92
 /CONTACT: Joel Spungin, chairman and CEO, or Kathleen Dvorak, investors relations, 708-699-5000, of United Stationers; David Smith of SDC Distributing, 817-735-3900/
 (USTR) CO: United Stationers Inc.; SDC Distributing Corp. ST: Illinois IN: SU: TNM


SH -- NY016 -- 5540 06/01/92 09:27 EDT
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Date:Jun 1, 1992
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