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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
July 26, 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.)
1440 New York Avenue, N.W., Suite 310, Washington, D.C. 20005
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(Address of principal executive offices) (ZipCode)
(202) 628-9500
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(Registrant's telephone number, including area code)
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Items 2 and 7 of the Company's Current Report on Form 8-K, dated
July 26, 1996, is hereby amended and restated as follows:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 26, 1996, U.S. Office Products Company (the "Company")
consummated the acquisitions of seven businesses, including Whitcoulls Group
Limited, a New Zealand corporation ("Whitcoulls"), and Mile High Office
Supply, Co.( "Mile High"), a Colorado corporation. The Company, through its
wholly-owned subsidiary Blue Star Group Limited, paid $220 million in cash
out of its working capital to acquire all of the outstanding stock of
Whitcoulls. In addition, the Company issued a $35 million promissory note,
secured by all of the outstanding stock of Whitcoulls, to the former owner of
Whitcoulls who repaid $35 million of Whitcoulls' indebtedness. Additional
information relating to the acquisition of Whitcoulls has been previously
reported in the Company's Current Report on Form 8-K, dated July 23, 1996,
and has been omitted pursuant to General Instruction B.3 of Form 8-K.
The Company acquired Mile High in a transaction in which MHOS
Acquisition Corp., a wholly-owned subsidiary of the Company, merged with and
into Mile High. The Company intends to continue the use of the assets of Mile
High in the office products business. The consideration paid to the
stockholders of Mile High was determined pursuant to arm's-length
negotiations and consisted of 1,370,175 shares of the Company's Common Stock.
The acquisition of Mile High was accounted for under the
pooling-of-interests method of accounting.
In addition, on August 9, 1996, the Company acquired American
Loose Leaf/Business Products, Inc. ("American Loose Leaf") in a transaction
in which ALL Acquisition Corp., a wholly-owned subsidiary of the Company,
merged with and into American Loose Leaf. The Company intends to continue
the use of the assets of American Loose Leaf in the office products business.
The consideration paid to the stockholders of American Loose Leaf was
determined pursuant to arm's-length negotiations and consisted of 1,106,807
shares of the Company's Common Stock and $7,885,979 in cash. The acquisition
of American Loose Leaf was accounted for under the purchase method of
accounting.
ITEM 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
(i) The financial statements of Whitcoulls as of June 30, 1995, 1994
and 1993 and for the years then ended and for the six-month
periods ended December 31, 1995 and 1994 (unaudited).*
___________________
*Previously filed in a current report on Form 8-K, dated July 23, 1996 (File
No. 0-25372), and omitted pursuant to General Instruction B.3 of Form 8-K.
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(ii) The financial statements of Mile High as of December 31, 1995 and
1994 and for the years then ended and as of March 31, 1996 and
for the three months ended March 31, 1996 and 1995 (unaudited).**
(iii) The financial statements of American Loose Leaf as of September
30, 1995 and for the year then ended and as of March 31, 1996 and
for the six months ended March 31, 1996 and 1995 (unaudited).**
(b) Pro Forma Financial Information
Pro forma financial information as of April 30, 1996 and for the
years ended April 30, 1996, 1995 and 1994 (unaudited).*
(c) Exhibits
(i) Stock Purchase Agreement, dated as of July 22, 1996, by and among
Blue Star Group Limited, Rank Commercial Limited, the Company and
Graeme Richard Hart.
(ii) Agreement and Plan of Reorganization, dated as of July 26, 1996,
by and among Mile High, MHOS Acquisition Corp., the Company and
the stockholders named therein.
(iii) Agreement and Plan of Reorganization, dated as of July 26, 1996,
by and among American Loose Leaf, ALL Acquisition Corp., the Company
and the stockholders named therein.
(iv) Agreement, dated as of July 26, 1996, between Blue Star Group
Limited and Rank Commercial Limited.
(v) Deed of Mortgage of Shares, dated July 26, 1996, between Blue
Star Group Limited and Rank Commercial Limited.
___________________
*Previously filed in a current report on Form 8-K, dated July 23, 1996 (File
No. 0-25372), and omitted pursuant to General Instruction B.3 of Form 8-K.
**Previously filed in a current report on Form 8-K, dated July 16, 1996 (File
No. 0-25372), and omitted pursuant to General Instruction B.3 of Form 8-K.
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SIGNATURES
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: August 12, 1996 By: /s/ Mark D. Director
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Mark D. Director
Executive Vice President, General
Counsel and Assistant Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1* Stock Purchase Agreement, dated as of July 22, 1996, by and among
Blue Star Group Limited, Rank Commercial Limited, the Company and
Graeme Richard Hart.
10.2* Agreement and Plan of Reorganization, dated as of July 26, 1996,
by and among Mile High, MHOC Acquisition Corp., the Company and
the stockholders named therein.
10.3* Agreement and Plan of Reorganization, dated as of July 26, 1996,
by and among American Loose Leaf, ALL Acquisition Corp., the
Company and the stockholders named therein.
10.4 Agreement dated July 26, 1996, between Blue Star Group Limited and
Rank Commercial Limited.
10.5 Deed of Mortgage of Shares, dated July 26, 1996 between Blue Star
Group Limited and Rank Commercial Limited.
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* Previously Filed
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AGREEMENT, made on 26 July 1996
BETWEEN
(1) BLUE STAR GROUP LIMITED a New Zealand Corporation ("Buyer"); and
(2) RANK COMMERCIAL LIMITED, a New Zealand Corporation (the "Stockholder").
INTRODUCTION
A. By an agreement dated 22 July 1996 ("Stock Purchase Agreement") the
Stockholder agreed to sell and the Buyer agreed to buy all of the Issued
and outstanding shares of Company stock of Whitcoulls Group Limited (the
"Company").
B. The Buyer and the Stockholder wish to enter into this Agreement to set
out terms they have agreed in relation to the Closing of that sale.
IT IS AGREED
1. DEFINITIONS
Terms defined in the Stock Purchase Agreement shall have the same
meanings in this Agreement.
2. PAYMENT
2.1 Payment on 26 July 1996: On 26 July 1996 (Washington DC time) the Buyer
shall cause USOP to deliver for value that day in immediately available
cleared funds the cash payment of US$220 million set forth in
section 1.1 of the Stock Purchase Agreement in the manner set out in
section 2.2 of the Stock Purchase Agreement except that, of that
US $220 million:
(a) the sum of US $185 million shall be for the credit of the Rank
Commercial account described in section 2.2(a) of the Stock
Purchase Agreement (thereby leaving a balance of US$35 million of
the purchase price outstanding) and;
(b) the sum of US$35 million shall be for the credit of Westpac Banking
Corporation in substitution for the payment of the sum of NZ$50
million referred to in section 2.2(c) of the Stock Purchase
Agreement (for application in part reduction of the principal
amount owing to Westpac Banking Corporation by the Company).
2.2 Payment of US$35 million: The Buyer shall pay or cause USOP to pay all
outstanding US$35 million to the Stockholder on the earlier of the date
30 days after the date of this Agreement or the date on which USOP's
credit facility with Banker's Trust Company
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becomes available for drawdown in immediately available cleared funds to
the account at Chase Manhattan Bank, New York described in section
2.2(a) of the Stock Purchase Agreement.
3 CLOSING
3.1 Time: Closing shall occur as soon as the Stockholder receives
confirmation to its satisfaction from Westpac Banking Corporation that
the payments referred to in clause 2.1 of this Agreement have been
received in immediately available cleared funds. For the purposes of
the Stock Purchase Agreement, the Closing Date shall be deemed to be 26
July 1996.
3.2 Security: As security for the payment of the US$35 million referred to
in clause 2.2 of this Agreement and for payment of the interest and
costs set out in clause 4 of this Agreement at Closing the Buyer shall
deliver to the Stockholder:
(a) a first ranking mortgage over all of the issued and outstanding
shares of Company Stock in a form satisfactory to the Stockholder
("Share Mortgage"); and
(b) a letter from Bank of New Zealand in a form satisfactory to the
Stockholder confirming that the Share Mortgage shall have absolute
priority over any security given by the Buyer to Bank of New
Zealand; and
(c) a certificate from a director of the Buyer in a form satisfactory
to the Stockholder in relation to the execution of the Share
Mortgage.
3.3 Registration of Share Transfer: The parties shall use their best
efforts to cause a transfer of all of the issued and outstanding shares
of Company Stock to be registered in the name of the Buyer immediately
after Closing. The Stockholder shall be entitled to hold the share
certificate or certificates issued in the Buyer's name as security in
connection with the Share Mortgage.
4. INTEREST AND COSTS
The Buyer shall also pay to the Stockholder on demand:
(a) interest on the sum of US$220 million from 25 July 1996 (Washington
DC time) until the date ("Payment Date") the payment referred to in
clause 2.1 of this Agreement is received in immediately available
cleared funds for value that day this interest to accrue:
(i) for the period to 26 July 1996 (Washington DC time) at the
rate determined by Westpac Banking Corporation to be the
overdraft rate
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payable by it on the US$220 million overdrawn balance
of its account for that one day period;
(ii) thereafter at the US dollar overnight deposit rate quoted by
Westpac Banking Corporation, Wellington;
(b) interest on the sum of US$35 million from the Payment Date until
the date the sum of US$35 million referred to in clause 2.2 of this
Agreement is received in immediately available cleared funds for
value that day, interest to accrue at the US dollar overnight
deposit rate quoted by Westpac Banking Corporation, Wellington.
5 USOP
The Buyer represents to the Stockholder that its parent company, U.S.
Office Products Company:
(a) agrees to the arrangements set out in this letter; and
(b) has confirmed that its obligations under the Stock Purchase Agreement
remain in full force and effect; and
(c) has confirmed that its guarantee of the Buyer's obligations under the
Stock Purchase Agreement remain in full force and effect and extends
to the Buyer's obligations under this Agreement.
EXECUTED as an Agreement.
BLUE STAR GROUP LIMITED
by
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RANK COMMERCIAL LIMITED
by
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DATED 26 July 1996
BLUE STAR GROUP LIMITED
as Mortgagor
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RANK COMMERCIAL LIMITED
as Mortgagee
DEED OF MORTGAGE OF SHARES
BELL GULLY BUDDLE WEIR
SOLICITORS
AUCKLAND/WELLINGTON
AK962080.389
THIS DEED is made on 26 July 1996
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BETWEEN:
(1) BLUE STAR GROUP LIMITED (the "Mortgagor"); and
(2) RANK COMMERCIAL LIMITED (the "Mortgagee").
RECITALS
A. The Mortgagee has agreed to sell all of the ordinary shares in Whitcoulls
Group Limited to the Mortgagor under a Stock Purchase Agreement dated 22
July 1996.
B. The Mortgagor has agreed to secure payment of the balance of the purchase
price due by mortgaging the Shares to the Mortgagee and accordingly has
agreed to enter into this Deed.
IT IS AGREED:
1. INTERPRETATION
1.1 Definitions: In this Deed, unless the context otherwise requires:
"Agreement" means an agreement of even date between the Mortgagor and the
Mortgagee relating to the closing of the sale under a Stock Purchase
Agreement dated 22 July 1996;
"Attorney" means an attorney appointed under this Deed;
"Certificate" means any document for the time being evidencing any right,
title or interest in, to, under or derived from the Shares;
"Event of Default" means any of the events specified in clause 6.1 and any
other event of circumstance which, with the giving of notice, lapse of time
or fulfilment of any other requirement, could constitute such an event;
"Issuer" means Whitcoulls Group Limited;
"Secured Indebtedness" means all indebtedness of the Mortgagor to the
Mortgagee in respect of the unpaid balance of the purchase price under the
Stock Purchase Agreement dated 22 July 1996, including all amounts due in
terms of the Agreement.
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"Shares" means all of the ordinary share capital in the issuer and
includes:
(a) all rights of the Mortgagor in relation to such shares; and
(b) any new Shares issued in substitution for, or following conversion,
consolidation or subdivision of, or by way of a bonus issue in respect
of, any of those shares;
1.2 Construction of Certain Reference: In this Deed, unless the context
otherwise requires, any reference to:
an "agreement" also includes a contract, deed, license, franchise,
undertaking and other document (in each case, oral or written) and includes
that agreement as modified, supplemented, novated or substituted from time
to time;
"rights" includes authorities, consents, discretions, remedies, powers,
contractual rights and causes of action;
a "security interest" includes a mortgage, pledge, charge, lien,
hypothecation, encumbrance, deferred purchase, title retention, lease,
sale-and-repurchase and sale-and-leaseback arrangement;
a gender includes each other gender;
the singular includes the plural and vice versa;
any legislation includes a modification and re-enactment of, legislation
enacted in substitution for and a regulation, order-in-council and other
instrument from time to time issued or made under, that legislation; and
a party to this Deed or another agreement includes its successors and, in
the case of the Mortgagee, its assignees and transferees and, in the case
of the Mortgagor, its permitted assignees and transferees.
Headings and the table of contents are to be ignored in construing this
Deed.
2. COVENANT TO PAY
The Mortgagor covenants that it will duly pay the Secured Indebtedness to
the Mortgagee at the time and in the manner contemplated in the Agreement.
3. SECURITY
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3.1 Mortgage: To secure the due payment of the Secured Indebtedness and for
valuable consideration received from the Mortgagee, the Mortgagor assigns
and agrees to assign to the Mortgagee by way of mortgage all its right,
title and interest (present and future, legal and equitable) in respect of:
(a) the Shares;
(b) all Certificates in respect of the above; and
(c) all proceeds in respect of the above.
3.2 Deposit of Certificates: The Mortgagor covenants to deposit with the
Mortgagee (or its nominee):
(a) on executing this Deed each Certificate in respect of the Shares, and
executed transfers of those Shares (in whatever form the Mortgagee may
require); and
(b) promptly upon their receipt by the Mortgagor all Certificates in
respect of any other Shares, with executed transfers of those Shares
(in whatever form the Mortgagee may require).
The Mortgagee may at any time after an Event of Default complete any such
transfer and register it in the name of the Mortgagee (or its nominee) or,
upon the Mortgagee exercising its power of sale, in the name of the
purchaser.
3.3 Continuing Security: Each security interest created under this Deed is in
addition to and not to be merged in any other security interest, guarantee,
agreement or right, present and future, which the Mortgagee may at any time
have, and will continue and remain in full force (regardless of
intermediate payments or settlements) until the execution by the Mortgagee
of an unconditional release of it.
3.4 Unconditionality of Security: This Deed and each security interest created
under it will not be discharged, nor will the obligations of the Mortgagor
be affected, by:
(a) any time, indulgence, waiver or consent at any time given to the
Mortgagor or another person; or
(b) any amendment to this Deed or to any other security interest,
guarantee or agreement (whether or not that amendment might increase
the liability of the Mortgagor); or
(c) the existence or validity of, or the enforcement of or failure to
enforce, or the release of any person or property from, or the failure
of a person to execute or
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otherwise be bound by, this Deed or other security interest, guarantee
or agreement for any reason, whether or not known to the Mortgagor; or
(d) anything else whatsoever.
The Mortgagee is under no liability to the Mortgagor in relation to any of
these matters even though the Mortgagor's rights may be prejudiced as a
result.
3.5 Further Assurance: On the request of the Mortgagee, the Mortgagor must
promptly execute and deliver to the Mortgagee all documents and do anything
else which the Mortgagee may deem appropriate to perfect a security
interest intended to be created under this Deed, or to otherwise secure to
it the full benefit of its rights and intended rights under this Deed.
3.6 Release of Security: If the Mortgagor shall have paid all the Secured
Indebtedness and performed and complied with all its obligations under this
Deed, the Mortgagee will, at the request and cost of the Mortgagor,
reassign the Shares to the Mortgagor and return to the Mortgagor all
Certificates in respect of the Shares and any transfers executed by the
Mortgagor in respect of the Shares on a without recourse or warranty basis.
All agreements and documents which are necessary in connection with this
reassignment shall be in whatever form and substance the Mortgagee may
require.
4. SHARE RIGHTS AND VOTING RIGHTS
4.1 Share Distributions: Whether or not the Shares are registered in the name
of the Mortgagee, all dividends paid in respect of them will be retained by
or released to the Mortgagor until an Event of Default occurs, after which
all dividends will be receivable by the Mortgagee.
4.2 Voting Rights: Until an Event of Default occurs:
(a) the Mortgagor may exercise any voting rights in respect of Shares
registered in its name; and
(b) the Mortgagee will not exercise any voting rights in respect of Shares
registered in the name of the Mortgagee (or its nominee) without the
prior consent, or otherwise than in accordance with any direction in
writing of the Mortgagor, and will, if so requested in writing by the
Mortgagor, appoint the Mortgagor as its proxy to attend and vote at
any general meeting of the Issuer.
After an Event of Default occurs, all voting rights in respect of the
Shares will be exercisable only by the Mortgagee, whether or not the Shares
are registered in its name.
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6. UNDERTAKINGS
The Mortgagor undertakes that it will:
(a) Dealings with Shares: not dispose of or otherwise deal with, or agree
to dispose of or otherwise deal with, any of the Shares, other than:
(i) with the prior written consent of the Mortgagee;
(ii) as otherwise permitted by this Deed; and
(b) No Security Interests: (except for a security interest created under
this Deed, the debenture dated 1 February 1995 in favour of Bank of
New Zealand and the debenture dated 10 January 1992 in favour of Bank
of New Zealand) not without the prior written consent of the
Mortgagee, create or permit to exist any security interest over or
affecting the Shares.
6. ENFORCEMENT
6.1 When Enforceable: If, at any time and for any reason, whether or not
within the control of a party:
(a) Non-Payment: the Mortgagor fails to pay on its due date any Secured
Indebtedness or any Secured Indebtedness becomes capable of being
declared due before it would otherwise become due; or
(b) Breach of Other Obligations: the Mortgagor fails to perform or comply
with any of its other obligations under this Deed or the Agreement
and, in the case of a failure that is capable of remedy, that failure
is not remedied to the satisfaction of the Mortgagee within 5 business
days of the date that the Mortgagor first became aware of it; or
(c) Breach of Warranty: any material representation, warranty or
statement by the Mortgagor in or in connection with this Deed or the
Agreement is not true, accurate or complied with, or is or proves to
have been untrue, inaccurate or not complied with when made or
repeated or deemed to have been made or repeated, in the latter case
by reference to the facts and circumstances then existing; or
(d) Insolvency: the Mortgagor:
(i) is insolvent or unable to pay its indebtedness as it falls due;
or
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(ii) stops or suspends, or threatens to stop or suspend, payment of
any of its indebtedness, or begins negotiations or takes any
proceedings to reschedule any of its indebtedness; or
(iii) makes, or proposes to make, an assignment, arrangement or
composition with, or for the benefit of, its creditors in
respect of or affecting any of its indebtedness; or
(e) Dissolution: an order is made, resolution passed or other step taken
by a person for the dissolution of the Mortgagor, except for the
purpose of and followed by a reconstruction or reorganization (not
involving or arising out of insolvency) on terms approved by the
Mortgagee before that step is taken,
then this Deed will become immediately enforceable (without notice to the
Mortgagor and without prejudice to any other right the Mortgagee may have)
and the Mortgagee may at any time by notice to the Mortgagor declare all or
any part of any Secured Indebtedness to be, and that indebtedness will be,
due and payable (if not already so) either immediately or upon demand or at
a later ate as the Mortgagee may specify.
6.2 Rights of Mortgagee on Default: On this Deed becoming enforceable and
subject to the provisions of clause 6.3, the Mortgagee may, in the name of
the Mortgagor or otherwise, at any time do anything and exercise any right
which the Mortgagor could do or exercise in relation to the Secured
Property, including the right to:
(a) Take Possession: take possession of the Shares;
(b) Disposal of Shares: dispose of any or all the Shares, for cash or on
credit or for other assets or consideration, upon whatever terms it
thinks fit;
(c) Deal with Certificates: deal with the Certificates and deliver them
to a purchaser of the Shares;
(d) Execution of Blank Certificates: without prejudice to its rights to
do so at any time, which right the Mortgagor acknowledges, complete or
re-execute and complete, in favour of the Mortgagee, its nominee or a
purchaser, any instrument executed in blank by or on behalf of the
Mortgagor and deposited with the Mortgagee or another person as
security under this Deed; and
(e) Incidental Rights: do anything incidental to the rights contained in
this subclause.
6.3 Notice to USOP: Before exercising any rights under clause 6.2, the
Mortgagee will:
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(a) if the breach giving rise to these rights is not a breach of clause
6.1(a) and is capable of remedy, give U.S. Office Products Company two
business days' notice of the breach before exercising those rights;
and
(b) if the breach giving rise to those rights is a breach of clause 6.1(a)
give U.S. Office Products Company one business day's notice of the
breach before exercising those rights.
Notices under this clause may be given by facsimile and will be deemed to
be received when sent.
7. PROCEEDS OF ENFORCEMENT
Except as otherwise provided and subject to any claim ranking in priority
to the Secured Indebtedness, all money received by the Mortgagee under this
Deed is to be applied, in the following order of priority, towards:
(a) all costs and expenses (including taxes and legal fees on a solicitor
and own client basis) incurred by the Mortgagee in connection with, or
as a result of the exercise of, its rights under this Deed in the
order determined from time to time by the Mortgagee;
(b) all other Secured Indebtedness, in the order determined from time to
time by the Mortgagee; and
(c) the Mortgagor.
8. INDEMNITY
8.1 Indemnity: The Mortgagor will indemnify the Mortgagee and each Attorney
against each cost, loss, expense (including all legal expenses on a
solicitor and own client basis and taxes) and other liability (including
loss or profit or margin) sustained or incurred by it as a result of:
(a) the occurrence or continuance of an Event of Default; or
(b) anything done or omitted, or purported to be done or omitted, by it in
the exercise or purported exercise of its rights under this Deed or
conferred by law (and whether or not arising by reason of mistake,
oversight, negligence or error of judgment); or
(c) a defect in the Mortgagor's title to the Shares;
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by payment to it on demand of the amount which it certifies is required to
compensate it for that cost, loss, expense or other liability.
9. POWER OF ATTORNEY
9.1 Appointment: The Mortgagor irrevocably appoints the Mortgagee, each
nominee of the Mortgagee in whose name any Shares are registered and each
duly authorized officer or attorney of the Mortgagee severally to be its
attorney (will full power to appoint substitutes and to sub-delegate) on
behalf of the Mortgagor and in its name or otherwise and at its expense to
complete, execute (under seal or otherwise) and otherwise perfect all
assignments, security interests and other agreements and documents, and
generally to do all other things which:
(a) the Mortgagor should do under this Deed; or
(b) the attorney may consider necessary or expedient to:
(i) secure to the Mortgagee the full benefit of its rights and
intended rights under this Deed; or
(ii) secure the payment of the Secured Indebtedness; or
(c) are incidental to any of those matters.
10. MISCELLANEOUS
10.1 Rights and Waivers: Time is of the essence in respect of all dates and
times for performance by the Mortgagor of its obligations under this Deed.
The rights of the Mortgagee under this Deed are cumulative, may be
exercised as often as it considers appropriate and are in addition to its
rights provided by law. No failure to exercise, and no delay in exercising
any such right will operate as a waiver of that right, nor will a single or
partial exercise of a right preclude another or further exercise of that
right or the exercise of another right. No waiver by the Mortgagee of its
rights will be effective unless it is in writing signed by the Mortgagee.
10.2 Amendments: No amendment to this Deed will be effective unless it is in
writing signed by all the parties.
10.3 Partial Invalidity: The illegality, invalidity or unenforceability of a
provision of this Deed under any law will not affect the legality, validity
or enforceability of that provision under another law or the legality,
validity or enforceability of another provision.
EXECUTED as a deed,
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EXECUTED by
BLUE STAR GROUP LIMITED
by two directors:
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In the presence of:
Signature:
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Name:
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Address:
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Occupation:
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