SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Mail Boxes Etc.
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(Name of Issuer)
Common Stock, no par value
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(Title Class of Securities)
560310 10 4
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(CUSIP Number)
MICHAEL DOOLING, BUNGALOW NO. 3, 427 SOUTH MARENGO AVENUE,
PASADENA, CA 91101
(818) 578-0015
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 22, 1997
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(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 _____.
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
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Dooling
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _____
(b) -----
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF; 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
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
306,498
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
453,264
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
306,498
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
453,264
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
779,762
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.9%
14. TYPE OF REPORTING PERSON
IN
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 by, and amends and restates the
Schedule 13D filed by, Michael Dooling, an individual whose principal
address is Bungalow No. 3, 427 S. Marengo Avenue, Pasadena, California
91101. Mr. Dooling is Chairman of the Issuer.
During the last five years, Mr. Dooling has not 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. Mr. Dooling is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Dooling acquired all shares with personal funds except for the
306,498 shares held by Jacaranda Partners. The shares held by Jacaranda
Partners were acquired with funds contributed to Jacaranda Partners by its
partners.
Item 4. Purpose of Transaction.
The reporting person acquired his shares originally for investment
purposes. In connection with the proposed sale of the Issuer to U.S. Office
Products ("USOP") pursuant to a Merger Agreement dated May 22, 1997
(the "Merger Agreement"), Dooling 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, Dooling and Jacaranda Partners 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 person, a copy of which
is attached as an exhibit hereto and incorporated by reference.
Item 5. Interest in the Securities of the Issuer.
Mr. Dooling beneficially owns 779,762 shares, representing 6.9% of
the outstanding shares. Of these shares, Mr. Dooling owns 306,498 as general
partner of Jacaranda Partners for which Mr. Dooling exercises sole voting
and dispositive power. 20,000 shares are in the form of options, all of
which are currently exercisable, and 453,264 shares are held in the Dooling
Family Trust of which Mr. Dooling and his wife are trustees and share voting
and dispositive power.
Except as described herein, Mr. Dooling has not 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. Voting Agreement, dated May 22, 1997.
2. 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.
Date: 5/30/97 Signature: Michael Dooling
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Exhibit 1
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 avail-
able 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/ Michael Dooling
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MICHAEL DOOLING
JACARANDA PARTNERS
By: /s/ Michael Dooling
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Michael Dooling,
General Partner
ACCEPTED:
U.S. OFFICE PRODUCTS CO.
By /s/ Mark Director
--------------------------
Executive Vice President
Exhibit 2
U.S. OFFICE PRODUCTS COMPANY
AFFILIATE AGREEMENT
THIS AFFILIATE AGREEMENT (the "Agreement") is made and
entered into as of May 27, 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.
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 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
By: /s/ Mark Director /s/ Michael Dooling
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Mark Director MICHAEL DOOLING
Title: Executive Vice President
MAIL BOXES ETC. JACARANDA PARTNERS
By: /s/ James H. Amos, Jr. By: /s/ Michael Dooling
----------------------- -------------------
James H. Amos, Jr. Michael Dooling,
Title: President and Chief General Partner
Operating Officer
