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424(b)(3)
Registration No. 333-36463
MAIL BOXES ETC. U.S. OFFICE PRODUCTS COMPANY
6060 Cornerstone Court West 1025 Thomas Jefferson Street, N.W.
San Diego, CA 92121 Suite 600 East
Washington, DC 20007
Supplement Dated November 6, 1997
to Proxy Statement/Prospectus Dated October 20, 1997
To the Shareholders of Mail Boxes Etc.:
As you know, the Special Meeting of Shareholders (the "Special
Meeting") of Mail Boxes Etc. ("MBE") for the purpose of approving the
principal terms of the merger (the "Merger") of MBE with a subsidiary of
U.S. Office Products Company ("USOP") will be held at MBE's offices at 6060
Cornerstone Court West, San Diego, California 92121 on Thursday, November
20, 1997, at 9:00 a.m. Pacific Standard Time. The Proxy
Statement/Prospectus for the Special Meeting was dated October 20, 1997.
This Supplement is being provided to inform you of certain changes in
the responsibilities of two of USOP's executive officers.
The Proxy Statement/Prospectus describes Jonathan J. Ledecky's role as
Chairman and Chief Executive Officer ("CEO") of USOP. On November 5, 1997,
USOP announced the promotion of Thomas I. Morgan to the position of
President and CEO of USOP. Mr. Morgan joined USOP in February 1997 as
President of USOP's North American Office Products Group and was promoted
to Chief Operating Officer in June 1997. USOP also announced the formation
of a committee of the Board of Directors to commence a search for a Chief
Operating Officer to augment USOP's senior management team.
In conjunction with the promotion of Mr. Morgan, Mr. Ledecky will no
longer serve as the CEO of USOP. He has entered into an amended employment
agreement with USOP (the "Employment Agreement") under which he will
continue to serve as USOP's Chairman and as an executive of USOP with
responsibilities for USOP's strategic planning and acquisition activities.
Mr. Ledecky will not be responsible for the day-to-day oversight of USOP,
and his base salary is set at $250,000 per year. The Employment Agreement
allows Mr. Ledecky to participate in outside entrepreneurial activities
including his anticipated role as Chairman and Chief Executive Officer of
Consolidation Capital Corporation ("CCC"), a Washington-based firm
currently in registration for an initial public offering of common stock.
Mr. Ledecky currently serves as Chairman of CCC.
* * * * * *
MBE's shareholders who have already returned the proxy card regarding
the Merger and who do not want to change their vote do not need to do
anything. Any shareholder of MBE who wants to change such shareholder's
vote, other than to revoke the proxy, should complete and sign the enclosed
proxy card and return it in the enclosed envelope. Any shareholder of MBE
who wants to withhold the authority previously given the proxies named on
the proxy card to vote on the Merger may revoke such shareholder's proxy by
calling 800/874-1667.
