(Amendment No. 2)*
Arthur F. McMahon, III
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 132-7 for other parties to whom copies are
to be sent.
The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
853887107
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13D/A
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Page 2 of 16 pages
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1
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NAME OF REPORTING PERSONS: The Last Will and Testament of John
Q. Sherman fbo William Patrick Sherman 31-6023395
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
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(a)
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GROUP:
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(b)
x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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8
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SHARED VOTING POWER:
0
|
9
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SOLE DISPOSITIVE POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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o
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.91% (represents % of outstanding common shares plus the outstanding shares of Class A Stock which are convertible into an equal number of common shares
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14
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TYPE OF REPORTING PERSON:
OO
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CUSIP No.
853887107
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13D/A
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Page 3 of 16 pages
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1
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NAME OF REPORTING PERSONS: The Last Will and Testament of John
Q. Sherman fbo Mary Catherine Sherman Newshawg 31-6023397
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
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(a)
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GROUP:
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(b)
x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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8
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SHARED VOTING POWER:
0
|
9
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SOLE DISPOSITIVE POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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o
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.91% (represents % of outstanding common shares plus the outstanding shares of Class A Stock which are
convertible into an equal number of common shares)
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14
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TYPE OF REPORTING PERSON:
OO
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CUSIP No.
853887107
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13D/A
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Page 4 of 16 pages
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1
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NAME OF REPORTING PERSONS: The Last Will and Testament of John
Q. Sherman fbo James Louis Sherman 31-6023398
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
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(a)
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GROUP:
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(b)
x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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7
|
SOLE VOTING POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
8
|
SHARED VOTING POWER:
0
|
9
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SOLE DISPOSITIVE POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
10
|
SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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o
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.91% (represents % of outstanding common shares plus the outstanding shares of Class A Stock which are
convertible into an equal number of common shares)
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14
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TYPE OF REPORTING PERSON:
OO
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CUSIP No.
853887107
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13D/A
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Page 5 of 16 pages
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1
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NAMES AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS: The
Last Will and Testament of John Q. Sherman fbo Helen Louise Sherman Tormey 31-6023399
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
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(a)
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GROUP:
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(b)
x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
8
|
SHARED VOTING POWER:
0
|
9
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SOLE DISPOSITIVE POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
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o
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.91% (represents % of outstanding common shares plus the outstanding shares of Class A Stock which are
convertible into an equal number of common shares)
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14
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TYPE OF REPORTING PERSON:
OO
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CUSIP No.
853887107
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13D/A
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Page 6 of 16 pages
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1
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NAMES AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS: The
Last Will and Testament of John Q. Sherman fbo Charles Francis Sherman 31-6023401
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
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(a)
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GROUP:
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(b)
x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
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7
|
SOLE VOTING POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
8
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SHARED VOTING POWER:
0
|
9
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SOLE DISPOSITIVE POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|
o
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|
|
13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.91% (represents % of outstanding common shares plus the outstanding shares of Class A Stock which are
convertible into an equal number of common shares)
|
14
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TYPE OF REPORTING PERSON:
OO
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CUSIP No.
853887107
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13D/A
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Page 7 of 16 pages
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1
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NAMES AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS: The
Last Will and Testament of John Q. Sherman fbo Patricia Lucille Sherman Begley 31-6023402
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
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(a)
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GROUP:
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(b)
x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS:
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Ohio
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
8
|
SHARED VOTING POWER:
0
|
9
|
SOLE DISPOSITIVE POWER:
183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
|
10
|
SHARED DISPOSITIVE POWER:
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 183,683 common shares and 83,895 shares of Class A Stock, which are convertible into an equal number of common shares; each Class A share has the right to 5 votes
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 2.91% (represents % of outstanding common shares plus the outstanding shares of Class A Stock which are
convertible into an equal number of common shares)
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14
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TYPE OF REPORTING PERSON:
OO
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Item 1.
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Security and Issuer
.
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This Amendment No. 2 to Schedule 13D (“Amendment
No. 2”) relates to the common stock, $1.00 par value per share (the “Common Stock”), of The Standard Register
Company, an Ohio corporation (the “Company”), and amends the Schedule 13D filed by the John Q. Sherman Trust Reporting
Persons (as defined below) on August 9, 2013 as amended by Amendment No. 1 to Schedule 13D filed by such persons on February 26,
2014 (as so amended, the “Original Schedule 13D”). The principal executive offices of the Company are located at 600
Albany Street, Dayton, Ohio 45417. The Company also has outstanding a class of stock called “Class A Stock.” Each
share of Class A Stock is convertible into one share of Common Stock, and entitles the holder to cast five votes on matters submitted
to the holders of Common Stock and Class A Stock, who vote as a single class.
This Amendment No. 2 is being filed by
the John Q. Sherman Trust Reporting Persons (as defined below) to furnish the additional information set forth herein. Except
as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the
Original Schedule 13D. Capitalized terms used herein and not defined herein have the meanings assigned to them in the
Original Schedule 13D.
The John Q. Sherman Trust Reporting Persons
may be deemed to have formed a group with the Fifth Third Reporting Persons (as defined below). Such group status is disclaimed
below.
The Fifth Third Reporting Persons filed a
Schedule 13D with the Securities and Exchange Commission (the “SEC”) to report their beneficial ownership of Common
Stock on February 12, 2008, and amended that filing by filing Schedules 13D/A with the SEC on April 23, 2009 and on August 5, 2013.
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Item 2.
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Identity and Background
.
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Item 2 is amended and restated in its entirety
as follows:
(a)-(c), (f) This
Amendment No. 2 is filed jointly by the various trusts established under The Last Will and Testament of John Q. Sherman (collectively,
the “John Q. Sherman Trusts”). The John Q. Sherman Trusts consist of the following: (1) The Last
Will and Testament of John Q. Sherman fbo William Patrick Sherman; (2) The Last Will and Testament of John Q. Sherman fbo Mary
Catherine Sherman Newshawg; (3) The Last Will and Testament of John Q. Sherman fbo James Louis Sherman; (4) The Last Will
and Testament of John Q. Sherman fbo Helen Louise Sherman Tormey; (5) The Last Will and Testament of John Q. Sherman fbo Charles
Francis Sherman; and (6) The Last Will and Testament of John Q. Sherman fbo Patricia Lucille Sherman Begley. The John
Q. Sherman Trusts hold an aggregate of 1,102,098 shares of Common Stock and 503,370 shares of Class A Stock of the Company (the
“Class A Stock”). The address for all of the John Q. Sherman Trusts is 147 Beverly Place, Dayton, OH 45419. The
trusts were formed in the state of Ohio. To the extent the co-trustees of the John Q. Sherman Trusts may be deemed to
have beneficial ownership over securities of the Company held by the John Q. Sherman Trusts, such co-trustees (for all of the John
Q. Sherman Trusts) are Mr. Roy W. Begley, Jr., Mr. James L. Sherman and Gary P. Kreider, Esq. (collectively, the “Trustees”). The
Trustees are citizens of the United States of America.
The John Q. Sherman Trusts and the Trustees
are hereinafter referred to collectively in this Schedule 13D as the “John Q. Sherman Trust Reporting Persons.” The
WCS Testamentary Trust, the WCS Trust and The John Q. Sherman Trusts, that certain testamentary trust established under the Will
of William C. Sherman, Deceased, I.D. No. 31-6019963 and that certain inter-vivos trust established by a trust indenture executed
December 29, 1939 by William C. Sherman are hereinafter referred to collectively as the “Trusts.”
Although group status is expressly disclaimed,
the John Q. Sherman Trust Reporting Persons may be deemed to have formed a group with the Fifth Third Bank Reporting Persons, which
are as follows: (i) Fifth Third Bancorp, an Ohio corporation (“Bancorp”); (ii) Fifth Third Bank, an Ohio banking corporation
(“Fifth Third Ohio”); (iii) Fifth Third Bank, a Michigan banking corporation (“Fifth Third Michigan”);
(iv) Fifth Third Asset Management, Inc., an Ohio corporation that is registered as an investment adviser (“Fifth Third Asset”);
and (v) Fifth Third Securities, Inc. (“Fifth Third Securities”), an Ohio corporation that is registered as a broker
dealer (collectively, the “Fifth Third Reporting Persons”).
(d)–(e) During the last
five years, none of the John Q. Sherman Trust Reporting Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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Item 3 is amended and restated in its entirety
as follows:
The John Q. Sherman Trusts acquired beneficial
ownership of the shares of Common Stock and Class A Stock held by them as a result of The Last Will and Testament of John Q. Sherman. Each
of the Trustees may be deemed to have acquired beneficial ownership of the shares of Common Stock and Class A Stock held in the
John Q. Sherman Trust by becoming a trustee of the John Q. Sherman Trust. The Trustees share voting power with respect
to such shares, subject to the right of each income beneficiary of a trust who is a child of John Q. Sherman to receive, upon request,
a proxy to vote the shares held in his or her respective trust. The Trustees share power to dispose of the Common Stock
held or to be received upon conversion. Mr. Begley also owns in his personal capacity a total of 16,414 shares of Common
Stock (which includes an option to purchase 800 shares of Common Stock within the next 60 days), and Mr. Sherman also owns in his
personal capacity a total of 214,537 shares of Common Stock and 83,895 shares of Class A Stock. Mr. Kreider does not own any shares
of Common Stock or Class A Stock in his personal capacity.
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Item 4.
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Purpose of Transaction
.
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Item 4(c) is as restated in its entirety
as follows:
(c) On May 30, 2014, each of the six
John Q. Sherman Trusts entered into a separate prearranged trading plan with PNC Investments, LLC (“PNC”) pursuant
to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (each, a “Rule 10b5-1 Stock Plan”). Under each
Rule 10b5-1 Stock Plan, PNC is authorized to effect the sale of up to 20,000 shares of Common Stock held by the John Q. Sherman
Trust party to such plan by August 29, 2014. PNC’s authority to sell the shares of Common Stock under each Rule 10b5-1 Stock
Plan will commence on June 30, 2014. All sales under each Rule 10b5-1 Stock Plan are to be made in the discretion of PNC and in
accordance with the terms, conditions and restrictions of such Rule 10b5-1 Stock Plan. Neither the John Q. Sherman Trusts nor any
other John Q. Sherman Trust Reporting Person shall have any control, influence, or authority over sales made pursuant to the plans.
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Item 5.
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Interest in Securities of the Issuer
.
|
Item 5 is amended and restated in its entirety
as follows:
(a) The John Q. Sherman Trust Reporting
Persons beneficially own, in the aggregate, 1,333,049 shares of Common Stock, representing 16.14% of the Company’s outstanding
shares of Common Stock (based upon a total of 8,261,577 shares of Common Stock stated by the Company to be
outstanding as of March 31, 2014 in its Form 10-Q for the quarter ended March 31, 2014 and 587,265 shares of Class A Stock, representing
62.14% percent of the Company’s outstanding Class A Stock (based upon a total of 944,996 shares of Class A Stock stated by
the Company to be outstanding as of March 31, 2014 in its Form 10-Q for the quarter ended March 31, 2014. Assuming conversion
of all shares of Class A Stock into shares of Common Stock, the Reporting Persons would own 20.86% of the outstanding shares of
Common Stock.
(b) Each of the John Q. Sherman
Trust Reporting Persons disclaims membership in a group with any of the other John Q. Sherman Trust Reporting Persons, the
Fifth Third Reporting Persons or with the Minority Shareholders under the Shareholders Agreement. The filing of this
Schedule 13D shall not be construed as an admission that any John Q. Sherman Trust Reporting Person is the beneficial owner of
any of the shares of Common Stock that such John Q. Sherman Trust Reporting Person may be deemed to beneficially own.
(i) The John Q.
Sherman Trusts hold 1,102,098 shares of Common Stock and 503,370 shares of Class A Stock. The John Q.
Sherman Trusts hold voting securities, including the Common Stock and the Class A Stock, in separate, equal trusts for John Q.
Sherman’s two surviving children and for the heirs of his deceased children. Each child or heir is a life beneficiary of
his or her respective trust. The Trustees are trustees of the John Q. Sherman Trust, the beneficiaries of which are for John Q.
Sherman’s two surviving children and for the heirs of his deceased children. The trustees share voting and investment
power for the securities in the trusts with the beneficiaries. The Last Will and Testament of John Q. Sherman requires the trustees
to give each beneficiary who is a child of John Q. Sherman, upon his or her request, a proxy allowing the beneficiary to vote the
shares held in his or her respective trust. As beneficiaries, Mr. Sherman has the right, upon his request,
to vote the shares of Common Stock (183,683 shares) and Class A Stock (83,895 shares) held in his own trust in the John Q. Sherman
Trust and his sister, Patricia L. Begley, has the right, upon her request, to vote the shares of Common Stock (183,683 shares)
and Class A Stock (83,895 shares) held in her own trust in the John Q. Sherman Trusts.
(ii) Mr. Begley
owns 16,414 shares of Common Stock in his personal capacity as to which he has sole voting and investment power, which includes
an option to purchase 800 shares of Common Stock within the next 60 days. Mr. Begley’s spouse, Margaret Begley,
owns 28 shares of Common Stock, as to which Mr. Begley disclaims beneficial ownership. He is also trustee of a trust
for the benefit of his children which holds 120 shares of common stock, as to which Mr. Begley disclaims beneficial ownership.
(iii) Mr. Sherman
owns in his personal capacity a total of 214,537 shares of Common Stock and 83,895 shares of Class A Stock in his personal capacity
as to which he has sole voting and investment power. Mr. Sherman also has the right, upon his request, to vote the shares
of Common Stock (183,683 shares) and Class A Stock (83,895 shares) held in his own trust in the John Q. Sherman Trusts.
(iv) Mr. Kreider
does not own any shares of Common Stock or Class A Stock in his personal capacity.
(c) Transactions
by the John Q. Sherman Trust Reporting Persons:
Between March 12, 2014
and April 11, 2014, each of the six John Q. Sherman Trusts sold 10,000 shares of Common Stock pursuant to separate prearranged
trading plans with PNC pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The sales were affected by
PNC in market transactions at an average price per share of $8.51.
(d) Except
for the John Q. Sherman Trust Reporting Persons, no person is known by the John Q. Sherman Trust Reporting Persons to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially
owned by the John Q. Sherman Trust Reporting Persons.
(e) Not
applicable.
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Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
Item 6 is amended by
adding the following:
The discussion in Paragraph
(c) of Item 4 above, including the discussion of the 10b5-1 Stock Plans, is incorporated into this Item 6 by reference.
Except as otherwise described above, there
are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above and between such persons
and any person with respect to any securities of the Company.
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Item 7.
|
Material to Be Filed as Exhibits
|
|
1.
|
Joint Filing Agreement, dated August 8, 2013
|
Signatures
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 30, 2014
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO WILLIAM PATRICK SHERMAN
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By:
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/s/ Gary P. Kreider
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Name: Gary P. Kreider
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO MARY CATHERINE SHERMAN NEWSHAWG
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By:
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/s/ Gary P. Kreider
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Name: Gary P. Kreider
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO JAMES LOUIS SHERMAN
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By:
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/s/ Gary P. Kreider
|
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Name: Gary P. Kreider
|
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO HELEN LOUISE SHERMAN
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By:
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/s/ Gary P. Kreider
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Name: Gary P. Kreider
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO CHARLES FRANCIS
SHERMAN
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By:
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/s/ Gary P. Kreider
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Name: Gary P. Kreider
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO PATRICIA LUCILLE SHERMAN BEGLEY
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By:
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/s/ Gary P. Kreider
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Name: Gary P. Kreider
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Title: Co-TTEE
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a
Schedule 13D (including any and all amendments thereto) with respect to the common stock of The Standard Register Company, and
further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each
party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness
or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information
is inaccurate.
This Joint Filing Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together
shall constitute but one agreement.
In evidence thereof the undersigned, being
duly authorized, hereby execute this Joint Filing Agreement as of August 8, 2013.
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO WILLIAM PATRICK SHERMAN
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By:
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/s/ Roy W. Begley, Jr.
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Name: Roy W. Begley, Jr.
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO MARY CATHERINE SHERMAN NEWSHAWG
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By:
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/s/ Roy W. Begley, Jr.
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Name: Roy W. Begley, Jr.
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO JAMES LOUIS SHERMAN
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By:
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/s/ Roy W. Begley, Jr.
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Name: Roy W. Begley, Jr.
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO HELEN LOUISE SHERMAN
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By:
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/s/ Roy W. Begley, Jr.
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Name: Roy W. Begley, Jr.
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO CHARLES FRANCIS SHERMAN
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By:
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/s/ Roy W. Begley, Jr.
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Name: Roy W. Begley, Jr.
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Title: Co-TTEE
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THE LAST WILL AND TESTAMENT OF JOHN Q. SHERMAN FBO PATRICIA LUCILLE SHERMAN BEGLEY
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By:
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/s/ Roy W. Begley, Jr.
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Name: Roy W. Begley, Jr.
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Title: Co-TTEE
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