SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Mail Boxes Etc.
----------------------------------
(Name of Issuer)
Common Stock, no par value
----------------------------------
(Title Class of Securities)
560310 10 4
----------------------------------
(CUSIP Number)
Anthony W. DeSio
6060 Cornerstone Court West
San Diego, CA 92121-3795
(619)455-8800
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 22, 1997
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box X.
----
Check the following box if a fee is being paid with this statement
_______.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided
in a prior cover page.
The information required in 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. 560310 10 4
--------------
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony W. DeSio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _____
(b) -----
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
5,329
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
1,254,907
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
5,329
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
1,254,907
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,748,164
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.8%
14. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DeSio Family Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _____
(b) -----
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
1,076,883
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
1,076,883
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,076,883
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.1%
14. TYPE OF REPORTING PERSON
PN
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates
to the common stock, no par value, CUSIP Number 560310104 (the
"Issuer Common Stock"), of Mail Boxes Etc., a California
corporation (the "Issuer"), which has its principal executive
offices located at 6060 Cornerstone Court West, San Diego,
California 92121-3795.
Item 2. Identity and Background.
This Statement is filed on behalf of Anthony W. DeSio, an
individual ("DeSio") and the DeSio Family Limited Partnership (the
"LP"), of which DeSio is the President of the corporate general
partner and amends the Schedule 13G filings made by DeSio. DeSio
is the Chief Executive Officer of the Issuer. The address of both
DeSio and the LP is 4645 La Noria, Rancho Santa Fe, California
92067.
During the last five years, neither reporting person has
been (a) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (b) was 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. DeSio is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
DeSio has acquired all of his shares with personal funds,
and all shares held by the LP were transferred thereto by DeSio.
Item 4. Purpose of Transaction.
Both reporting persons acquired their shares originally
for investment purposes. In connection with the proposed sale of
the Issuer to U.S. Office Products Company ("USOP") pursuant to a
Merger Agreement dated May 22, 1997 (the "Merger Agreement"), both
DeSio and the LP entered into a Voting Agreement, dated May 22,
1997, with USOP, a copy of which is attached as an exhibit hereto
and incorporated herein by reference (the "Voting Agreement").
Pursuant to the Voting Agreement, DeSio and the LP agreed to vote
(and appointed USOP as proxy to vote) all shares held by them in
favor of a merger with USOP and not to transfer or dispose of
the shares, except for limited transfers permitted under the
Affiliate Agreement, dated May 22, 1997, among USOP, the Issuer,
and the reporting persons, a copy of which is attached as an
exhibit hereto and incorporated by reference.
Item 5. Interest in the Securities of the Issuer.
The following table sets forth the beneficial ownership
of DeSio and the LP:
Person # of Shares % of Total
Anthony W. DeSio 1,748,164 (1) 14.8%
DeSio Family Limited Partnership 1,076,883 (2) 9.1%
(1) Includes 1,043 shares owned directly, options to purchase
487,928 shares (all of which are currently exercisable), 4,286
shares held in the Issuer's 401(k) Plan, 1,076,883 shares held by
the LP and 178,024 shares held by the Anthony W. and Delores DeSio
Family Trust dated 4/20/87 (the "Trust"). Mr. DeSio disclaims
beneficial ownership of all shares owned by the LP and one-half of
the shares owned by the Trust. Of these shares, DeSio has sole
voting and dispositive power over 5,329 shares and shares the
voting and dispositive power for 1,254,907 shares (except as to the
merger transaction described in Item 4).
(2) The LP has the sole voting and dispositive power over all
shares, subject to the agreements described in Item 4.
Except as described herein, neither reporting person has
acquired or disposed of any shares of Issuer Common Stock during
the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated May 22, 1997.
2. Voting Agreement, dated May 22, 1997.
3. Affiliate Agreement, dated May 22, 1997.
SIGNATURE
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.
May 30, 1997
/s/ Anthony W. DeSio
--------------------
Anthony W. DeSio
DeSio Family Limited Partnership
By: /s/ AWD Enterprises, Inc.
--------------------------
Its: General Partner
By: /s/ Anthony W. DeSio
--------------------
Anthony W. DeSio, President
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock of
Mail Boxes Etc. and further agree that this Joint Filing Agreement
be included as an exhibit to such joint filing. In evidence
thereof, the undersigned, being duly authorized, hereby execute
this Agreement this May 22, 1997. The Schedule may be executed in
two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such parts
taken together will constitute a part of this Schedule.
DeSIO FAMILY LIMITED PARTNERSHIP
By /s/ AWD Enterprises, Inc.
------------------------
Its: General Partner
By: /s/ Anthony W. DeSio
---------------------
ANTHONY W. DeSIO
President
/s/ Anthony W. DeSio
---------------------
ANTHONY W. DeSIO
Exhibit 2
VOTING AGREEMENT
May 22, 1997
U.S. Office Products Company
1025 Thomas Jefferson Street, N.W.
Suite 600 East
Washington, D.C. 20007
Re Agreement of Principal Shareholders Concerning Transfer
and Voting of Shares of Santa Fe
We understand that you and Mail Boxes Etc. (the "Company"),
of which the undersigned are principal stockholders, are prepared
to enter into an agreement for the merger of a wholly-owned
subsidiary ("Sub") of U.S. Office Products Company into the
Company, but that you have conditioned your willingness to proceed
with such agreement (the "Agreement") upon your receipt from us of
assurances satisfactory to you of our support of and commitment to
the merger. We are familiar with the Agreement and the terms and
conditions of the merger. Terms used but not otherwise defined
herein shall have the same meanings as are given them in the
Agreement. In order to evidence such commitment and to
induce you to enter into the Agreement, we hereby represent and
warrant to you and agree with you as follows:
1. Voting. We will vote or cause to be voted all shares
of capital stock of the Company owned of record or beneficially
owned or held in any capacity by any of us or under any of our
control in favor of the merger and other transactions provided for
in or contemplated by the Agreement and against any inconsistent
proposals or transactions. Each of us hereby irrevocably appoints
you, during the term of this letter agreement, as proxy for and on
behalf of us to vote (including, without limitation, the taking of
action by written consent) such
shares, for and in our name, place and stead for the matters and in
the manner contemplated
by this Section 1.
2. Ownership. As of the date hereof, our only ownership
of, or interest in,
equity securities or convertible debt securities of the Company
consists solely of the interests described in Schedule 1 hereto
(collectively, the "Shares").
3. Restriction on Transfer. Other than as may be
permitted pursuant to the Affiliate Agreement of even date herewith
among us, you and the Company, we will not sell, transfer, pledge
or otherwise dispose of any of the Shares or any interest therein
or agree to sell, transfer, pledge or otherwise dispose of any of
the Shares or any interest therein, without your express written
consent. Any transferee of the Shares must, as a condition to
receipt of such Shares, agree to be bound by the terms hereof.
4. No Dissenters Right. Each of us agree not to exercise
any rights (including, without limitation, under Chapter 13 of the
CGCL) to dissent or demand appraisal of any Shares owned by us with
respect to the Merger.
5. No Solicitation. From the date hereof until the
termination hereof, we will not, directly or indirectly, (i) take
any action to solicit, initiate or encourage any Takeover
Proposal or (ii) engage in negotiations or discussions with, or
disclose any nonpublic information relating to the Company or any
subsidiary of the Company to, or otherwise assist, facilitate or
encourage, any person (other than Parent and Sub) that may be
considering making, or has made, a Takeover Proposal. Such
Stockholder will promptly notify Sub after receipt of any Takeover
Proposal or any indication that any such third party is considering
making a Takeover Proposal or any request for nonpublic information
relating to the Company or any subsidiary of the Company or for
access to the properties, books or records of the Company or any
such subsidiary by any such third party that may be considering
making, or has made, a Takeover Proposal and will keep Parent fully
informed of the status and details of any such Takeover Proposal,
indication or request. The foregoing provisions of this Section 5
shall not be construed to limit actions taken, or to require
actions to be taken, by any Stockholder who is, or one or more of
whose directors, partners, officers or employees is, a director or
officer of the Company that are required or restricted by such
director's fiduciary duties or such officer's employment duties, or
permitted by the Agreement, and that, in each case, are undertaken
solely in such person's capacity as a director or officer of the
Company and, in the case of an officer of the Company, as directed
by the Board of Directors after the Board of Directors has
delivered the notice contemplated by clause (iii) of Section 4.2 of
the Agreement.
6. Termination. This letter agreement and our obligations
hereunder will terminate on the earlier of (i) the Effective Time
(as defined in the Agreement) or (ii) the termination of the
Agreement in accordance with its terms.
7. Effective Date; Succession; Remedies. Upon your
acceptance and execution of the Agreement, this letter agreement
shall mutually bind and benefit you and us, any of our heirs,
successors and assigns and any of your successors. You will not
assign the benefit of this letter agreement other than to a wholly
owned subsidiary. We agree that in light of the inadequacy of
damages as a remedy, specific performances shall be available to
you, in addition to any other remedies you may have for the
violation of this letter agreement.
8. Nature of Holdings; Shares.
All references herein to our holdings of the Shares shall be
deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in
any other capacity, and shall extend to any securities issued to
any of us in respect of the Shares.
Very truly yours,
/s/ Anthony W. DeSio
----------------------
ANTHONY W. DESIO,
Individually and as Trustee of the
Anthony W. and Dolores DeSio Family Trust
dated April 20, 1987
ACCEPTED: DeSIO FAMILY LIMITED PARTNERSHIP
U.S. OFFICE PRODUCTS CO.
By: AWD Enterprises, Inc.
Its: General Partner
By /s/ Mark Director By: /s/ Anthony W. DeSio
----------------- ---------------------
Executive Vice President President
Exhibit 3
U.S. OFFICE PRODUCTS COMPANY
AFFILIATE AGREEMENT
THIS AFFILIATE AGREEMENT (the "Agreement") is made and
entered into as of May 22, 1997 by and among U.S. OFFICE PRODUCTS
COMPANY, a Delaware corporation ("USOP"), Mail Boxes Etc., a
California corporation ("Company"), and the undersigned affiliate
of the Company ("Affiliate").
RECITALS
A. The Company, USOP and Santa Fe Acquisition Corp., a
wholly-owned subsidiary of USOP ("Newco"), have entered into an
Agreement and Plan of Merger (the "Merger Agreement") and the
Company and Newco have entered or will enter into an Agreement of
Merger, which agreements (collectively, the "Merger Agreements")
provide for the merger (the "Merger") of Newco with and into the
Company, with the Company as the surviving corporation (the
"Surviving Corporation"). Pursuant to the Merger, all outstanding
capital stock of the Company will be converted into common stock,
$0.001 par value, of USOP (the "USOP Stock").
B. Affiliate may, as a result of the Merger, receive shares of
USOP Stock (the "Shares") in exchange for shares owned by Affiliate
of the common stock, no par value, of the Company (the "Company
Stock").
C. Affiliate understands that, because the Merger will be
accounted for using the "pooling of interests" method and Affiliate
may be deemed, as of the date hereof, to be an "affiliate" of the
Company, as such term is defined for purposes of paragraphs (c) and
(d) of Rule 145 of the rules and regulations of the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Securities Act"), the Shares beneficially
owned by Affiliate may only be disposed of in conformity with the
limitations described herein
NOW THEREFORE, the parties agree as follows:
1. Agreement to Retain Shares. Affiliate agrees not to
transfer, sell, or otherwise dispose of or direct or cause the
sale, transfer or other disposition of, or reduce Affiliate's risk
relative to, any shares of the Company Stock (except for the
conversion of the Company Stock into USOP Stock in the Merger) or
Shares held by Affiliate or on Affiliate's behalf, whether owned on
the date hereof or after acquired, within the 30 days prior to the
Effective Time (as defined in the Merger Agreement).
Affiliate further agrees not to transfer, sell or otherwise
dispose of, or direct or cause the sale, transfer or other
disposition of, or reduce Affiliate's risk relative to, any Shares
held by Affiliate or on Affiliate's behalf or received by Affiliate
or on Affiliate's behalf in or as a result of the Merger or
otherwise, until after the date (the "Expiration Date") USOP shall
have publicly released a report in the form of a quarterly earnings
report, registration statement filed with the Commission, a report
filed with the Commission on Form 10-K, 10-Q or 8-K or any other
public filing, statement or public announcement which includes the
combined financial results (including combined sales and net
income) of USOP and the Company for a period of at least 30 days of
combined operations of USOP and the Company following the Effective
Time. Notwithstanding the foregoing, Affiliate understands that
Affiliate will not be prohibited from selling up to 10% of the
Shares Affiliate holds at the Effective Time (a "de minimis sale")
during the period beginning on the Effective Time and ending on the
Expiration Date (the "Restricted Period") if (i) the requirements
of Rule 145 are complied with; (ii) any such de minimis sale by
Affiliate together with all other de minimis sales by affiliates of
the Company and USOP during the Restricted Period do not exceed 1%
of the shares of USOP Stock delivered in the Merger; and (iii)
Affiliate has received the De Minimis Sale Acknowledgment (as
defined in Section 7(g) below) from USOP.
Notwithstanding anything to the contrary herein, Affiliate
shall be permitted to transfer or cause to be transferred shares of
Company Stock owned or held (or as to which Affiliate has the right
to direct the disposition or other transfer of) by Affiliate as of
the date hereof to (i) the Anthony W. DeSio and Dolores J. DeSio
Charitable Remainder Unitrust; and (ii) the Anthony DeSio and
Dolores Jean Foundation; provided however, that the Company's
auditor shall have confirmed that such transfer does not adversely
affect pooling of interests accounting treatment in connection with
the Merger and, if necessary, such transferees shall, as a
condition to receipt of such shares, be bound by the terms of the
Affiliate Agreement as though a party hereto.
2. Representations, Warranties and Covenants of Affiliate.
Affiliate represents, warrants and covenants as follows:
(a) Affiliate has full power and authority to execute this
Agreement, to make the representations, warranties and covenants
herein contained and to perform Affiliate's obligations hereunder.
(b) Affiliate does not have any present commitment, plan or
intention to sell (or engage in a risk-reducing or other
arrangement which would be treated as a sale for federal
income tax purposes), transfer or otherwise dispose of any Company
Stock prior to and in contemplation of the Merger or any of the
USOP Stock to be received in the Merger.
(c) Affiliate will not sell, transfer, or otherwise dispose
of, or make any offer or agreement relating to any of the foregoing
with respect to, any Shares, except: (i) in a transaction described
in Rule 145(d) under the Securities Act; (ii) in a transaction that
is otherwise exempt from the registration requirements of the
Securities Act, or (iii) pursuant to an effective registration
statement under the Securities Act.
3. Rules 144 and 145. From and after the Effective Time of the
Merger and for so long as is necessary in order to permit Affiliate
to sell the Shares pursuant to Rule 145 and, to the extent
applicable, Rule 144 under the Securities Act, USOP will use
reasonable efforts to file on a timely basis all reports required
to be filed by it pursuant to the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder,
as the same shall be in effect at the time, referred to in
paragraph (c) of Rule 144 under the Securities Act, in order to
permit Affiliate to sell, transfer or otherwise dispose of the
Shares held by it pursuant to the terms and conditions of Rule 145
and the applicable provisions of Rule 144.
4. Limited Resales. USOP acknowledges that the provisions of
Section 2(b) of this Agreement will be satisfied as to any sale by
the undersigned of the Shares pursuant to Rule 145(d) under the
Securities Act, upon receipt of a broker's letter and a letter from
the undersigned with respect to that sale stating that the
applicable requirements of Rule 145(d)(1) have been met or a letter
from the undersigned stating that the requirements of Rule
145(d)(1) are inapplicable by virtue of Rule 145(d)(2) or Rule
145(d)(3); provided, however, that USOP has no reasonable basis to
believe that such sales were not made in compliance with such
provisions of Rule 145(d) and subject to any changes in Rule 145
after the date of this Agreement.
5. Legends. Affiliate also understands and agrees that stop
transfer instructions will be given to USOP's transfer agent with
respect to certificates evidencing the Shares and that there will
be placed on the certificate evidencing the Shares legends stating
in substance:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE
REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR
ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF
FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE
RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS
OF THE ISSUER AND THE SURVIVING CORPORATION OF THE MERGER
BETWEEN SANTA FE ACQUISITION CORP. AND THE MAIL BOXES ETC.
UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE,
THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND
ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THIS
REQUIREMENT HAS BEEN MET.
and
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES
MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF
SUCH RULE.
After the Expiration Date, USOP agrees to deliver instructions to
its transfer agent to remove the above legends, and replace such
legends with the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES
MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF
SUCH RULE.
USOP agrees to remove promptly such stop transfer instructions and
legend by delivery of instructions to its transfer agent to remove
such legend upon (i) the transfer of the Shares represented by such
certificate pursuant to a registration statement under the
Securities Act or in accordance with the applicable provisions of
Rule 145 under the Securities Act (including, without limitation,
paragraph (d) thereof), (ii) the expiration of the restrictive
period set forth in Rule 145(d), or (iii) the delivery by Affiliate
to USOP of a copy of a letter from the staff of the Commission, or
an opinion of counsel in form and substance reasonably satisfactory
to USOP, to the effect that such legend is not required for
purposes of the Securities Act.
6. Termination. This Agreement shall be terminated and shall
be of no further force and effect upon the termination of the
Merger Agreement pursuant to Section 7.1 of the Merger Agreement.
7. Miscellaneous.
(a) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument.
(b) Binding Agreement. This Agreement will inure to the
benefit of and be binding upon and enforceable against the parties
and their successors and assigns, including administrators,
executors, representatives, heirs, legatees and devisees of
Affiliate and pledgees holding USOP Stock as collateral.
(c) Waiver. No waiver by any party hereto of any condition
or of any breach of any provision of this Agreement shall be
effective unless in writing and signed by each party hereto.
(d) Governing Law. This Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of
the State of Delaware.
(e) Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction or
interpretation of this Agreement.
(f) Third Park Reliance. Counsel to and independent
auditors for the parties shall be entitled to rely upon this
Agreement
(g) De Minimis Sales. Prior to effecting any de minimis
sale, Affiliate shall provide USOP written notice of Affiliate's
intent to do so (the "de minimis sale notice"). If to the
knowledge of USOP, and such proposed de minimis sale by Affiliate
together with all other de minimis sales by affiliates of the
Company and USOP during the Restricted Period would not exceed 1%
of the total outstanding shares of USOP, then, within three
business days of receipt of the de minimis sale notice, USOP shall
provide Affiliate with its written acknowledgement to such effect
(the "De Minimis Sale Acknowledgement").
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed on the day and year first above written.
U.S. OFFICE PRODUCTS COMPANY AFFILIATE
By: /s/ Mark Director /s/ Anthony W. DeSio
------------------------- -----------------------
Title: Executive Vice President ANTHONY W. DESIO
Individually and as Trustee of
the Anthony W. and Dolores DeSio
Family Trust dated April 20, 1987
MAIL BOXES ETC. DESIO FAMILY LIMITED
PARTNERSHIP
By: /s/ James H. Amos, Jr. By: AWD Enterprises, Inc.
-------------------------
James H. Amos, Jr. Its: General Partner
Title: President and Chief
Operating Officer
By: /s/ Anthony W. DeSio
--------------------
Anthony W. DeSio,
President
