This statement constitutes Amendment No. 7 to the Schedule 13D relating to the common stock, par value
$0.10 per share (the
Common Stock
), of Essendant Inc., a Delaware corporation (the
Issuer
), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the
SEC
) on
May 16, 2018 (the
Initial Schedule 13D
), as amended by Amendment No. 1 filed with the SEC on May 21, 2018 (
Amendment No. 1
), Amendment No. 2 filed with the SEC on June 4, 2018 (
Amendment
No. 2
), Amendment No. 3 filed with the SEC on July 31, 2018 (
Amendment No. 3
), Amendment No. 4 filed with the SEC on August 7, 2018 (
Amendment No. 4
), Amendment No. 5 filed with the SEC
on August 8, 2018 (
Amendment No. 5
) and Amendment No. 6 filed with the SEC on August 13, 2018 (together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment
No. 5, the
Schedule 13D
).
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following paragraphs before the last paragraph in Item 4:
On September 4, 2018, the Reporting Persons filed a preliminary proxy statement (the
Preliminary Proxy Statement
) and accompanying gold
proxy card with the SEC in connection with the Issuers special meeting of stockholders to be held on October 5, 2018 (the
Special Meeting
). The Reporting Persons intend to file a definitive proxy statement and accompanying
gold proxy card to be used to solicit proxies against each of the Issuers proposals at the Special Meeting, including the share issuance in connection with the GPC Agreement.
On September 4, 2018, Staples delivered a letter (the
September Letter
) to the President and Chief Executive Officer and Board of Directors
of the Issuer that included the Investor Presentation (as defined below) in support of its proposal to acquire all of the remaining Common Stock of the Issuer not owned by the Reporting Persons.
The foregoing description of the September Letter is qualified in its entirety by reference to the full text of the September Letter and such enclosures, a
copy of which is attached hereto as Exhibit 99.7 and is incorporated herein by reference. The Investor Presentation enclosed therewith is separately filed as Exhibit 99.8.
On September 4, 2018, the Reporting Persons issued an investor presentation (the
Investor Presentation
) urging stockholders of the Issuer
to vote AGAINST each of the Issuers proposals at the Special Meeting, including the share issuance in connection with the GPC Agreement.
The foregoing description of the Investor Presentation is qualified in its entirety by reference to the full text of the Investor Presentation, a copy of
which is attached hereto as Exhibit 99.8 and is incorporated herein by reference.
On September 4, 2018, the Reporting Persons issued a press release
announcing the filing of the Preliminary Proxy Statement, the issuance of the Investor Presentation and related matters, a copy of which is filed as Exhibit 99.9 hereto, and which is incorporated by reference.
STAPLES, INC. (
STAPLES
) INTENDS TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO BE USED TO SOLICIT
PROXIES IN CONNECTION WITH THE SPECIAL MEETING. INFORMATION RELATING TO STAPLES AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATION HAS BEEN INCLUDED IN THE PRELIMINARY PROXY STATEMENT. STOCKHOLDERS ARE ADVISED TO READ THE PRELIMINARY PROXY
STATEMENT AND ANY OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE REPORTING PERSONS FROM THE STOCKHOLDERS OF THE ISSUER IN CONNECTION WITH THE SPECIAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THESE MATERIALS AND OTHER MATERIALS FILED BY THE SUCH PARTICIPANTS IN CONNECTION WITH THE SOLICITATION OF PROXIES WILL BE AVAILABLE AT NO CHARGE AT THE SECS WEBSITE AT WWW.SEC.GOV AND
WILL ALSO BE AVAILABLE, WITHOUT CHARGE, ON REQUEST FROM THE SUCH PARTICIPANTS PROXY SOLICITOR, D.F. KING & CO., INC., AT
800-870-0126
OR VIA EMAIL AT
STAPLES@DFKING.COM.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated as follows:
|
|
|
Exhibit 99.1
|
|
Joint Filing Agreement, dated as of May 16, 2018, among Emu Investments LLC, Staples, Inc., Arch Investors L.P., SP GP (Cayman) Ltd., Sycamore Partners II, L.P., Sycamore Partners II GP, L.P., Sycamore Partners II GP, Ltd. and
Stefan L. Kaluzny (previously filed).
|
|
|
Exhibit 99.2
|
|
Trading data (previously filed).
|
|
|
Exhibit 99.3
|
|
Letter from Staples, Inc. to Essendant Inc. dated April 17, 2018 (previously filed).
|
|
|
Exhibit 99.4
|
|
Letter from Staples, Inc. to Essendant Inc. dated April 29, 2018 (previously filed).
|
|
|
Exhibit 99.5
|
|
Letter from Staples, Inc. to Essendant Inc. dated July 31, 2018 (previously filed).
|
|
|
Exhibit 99.6
|
|
Letter from Staples, Inc. to Essendant Inc. dated August 13, 2018 and enclosures therewith (previously filed).
|
|
|
Exhibit 99.7
|
|
Letter from Staples, Inc. to Essendant Inc. dated September 4, 2018.
|
|
|
Exhibit 99.8
|
|
Investor Presentation dated September 4, 2018.
|
|
|
Exhibit 99.9
|
|
Press release dated as of September 4, 2018.
|