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DRAFT 11/01/96
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 25, 1996
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Date of Report (Date of earliest event reported)
U.S. OFFICE PRODUCTS COMPANY
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(Exact name of registrant specified in its charter)
Delaware 0-25372 52-1906050
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(State or other Juris- (Commission (I.R.S. Employer
diction of incorporation File No.) Identification No.)
1025 Thomas Jefferson Street, NW, Suite 600E Washington, D.C. 20005
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(Address of principal executive offices) (Zip Code)
(202) 339-6700
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Response to Item 5.
ITEM 5. OTHER EVENTS
Since its inception through November 1, 1996, the Company has acquired
116 companies. The Company's pro forma revenues for its most recent fiscal
year ended April 30, 1996, assuming that all of the companies acquired by the
Company between May 1, 1995 and November 1, 1996 had been acquired as of May
1, 1995, were $2.4 billion.
The Company's recent acquisitions of Bay State Computer Group, Inc. ("Bay
State") and Fortran Corporation ("Fortran") on October 15, 1996 and October
25, 1996, respectively, expand the Company's domestic product offerings to
include computer and telecommunications network services, respectively. The
Company acquired Fortran in a transaction in which Fortran Acquisition Corp.,
a wholly owned subsidiary of the Company, merged with and into Fortran. The
Company intends to continue to use the assets of Fortran in the
telecommunications network services business. The consideration paid to the
stockholders of Fortran was determined pursuant to arm's-length negotiations
and consisted of 1,100,000 shares of the Company's common stock. The
acquisition of Fortran was accounted for under the pooling-of-interests
method of accounting.
On October 31, 1996, the Company signed a definitive agreement to acquire
a 49% interest in Dudley Stationery Limited ("Dudley"), the largest
independent office products company in the United Kingdom. Existing
shareholders of Dudley will retain 51% ownership of Dudley. Under its
agreement with Dudley, the Company will invest a total of L49.5 million ($79
million) of new working capital in Dudley over a two-year period. Dudley
also plans to seek an additional L50 million of debt financing. The new
funds will be used to finance the expansion of Dudley through both internal
growth and acquisitions. Closing of the transaction is subject to the
satisfaction of certain conditions, including regulatory clearances. A
closing is expected during November 1996. Assuming its completion, the
investment in Dudley will be the Company's first acquisition in the European
office products market.
The Company currently has, and from time to time expects to enter into,
letters of intent and agreements in principle to acquire additional office
and educational products and equipment businesses, both in the United States
and internationally, consistent with its strategy of pursuing an aggressive
acquisition program. There can be no assurance, however, that definitive
agreements for additional acquisitions will be executed or that additional
acquisitions will be completed.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required financial statements for Fortran Corporation are not
available and will be filed by amendment hereto no later than 60 days
after the date this report is required to be filed.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed at the time the
required financial statements for Fortran Corporation are filed.
(c) Exhibits
To be filed by amendment.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. OFFICE PRODUCTS COMPANY
Dated: November 4, 1996 By: /s/ Mark D. Director
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Mark D. Director
Executive Vice President, General
Counsel and Secretary
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