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RULES 424(b)(3) AND 424(c)
REGISTRATION NO. 333-1928
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED MARCH 28, 1996
U.S. OFFICE PRODUCTS COMPANY
U.S. Office Products Company (the "Company") has prepared this
Prospectus Supplement to update certain information included in the Company's
prospectus dated March 28, 1996 covering 19,174,575 shares of the Company's
common stock, $.001 par value (the "Common Stock").
The Company has executed an agreement for the sale, in an offshore
offering and in a concurrent private placement in the United States (the
"Offering"), of $200 million of 5-1/2% Convertible Subordinated Notes due
2003 (the "Notes"). The Notes are convertible into shares of Common Stock at
a conversion price of $47.40 per share, which equates to an aggregate of
approximately 4,219,409 shares of Common Stock. The Company intends to use
the proceeds from the Offering for general corporate purposes, including
additional acquisitions.
Neither the Notes nor the Common Stock issuable upon conversion have
been registered under the United States Securities Act of 1933, as amended.
Accordingly, these securities may not be offered or sold in the United States
or to any U.S. person absent registration or an applicable exemption from the
registration requirements.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 14, 1996.
