US OFFICE PRODUCTS CO
8-K, 1998-06-17
CATALOG & MAIL-ORDER HOUSES
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                      U.S. 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

                                  June 5, 1998
                  Date of Report (Date of earliest event reported)


                                U.S. OFFICE PRODUCTS COMPANY
               (Exact name of registrant as specified in its charter)

<TABLE>

    <S>                                <C>                         <C>
             Delaware                         000-25372                       52-1906050
  (State of other jurisdiction of       (Commission File Number)   (IRS Employer Identification No.)
          incorporation)

</TABLE>

    1025 Thomas Jefferson Street, N.W., Suite 600 East, Washington, D.C. 20007
           (Address of principal executive offices, including Zip Code)

                                 (202) 339-6700
                (Registrant's telephone number, including area code)

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ITEM 5. OTHER EVENTS

     On June 5, 1998, U.S. Office Products Company agreed to sell $400 million 
aggregate principal amount of Senior Subordinated Notes due 2008 (the "Note") 
in a private placement. The Notes will be issued pursuant to an indenture 
dated June 10, 1998 between U.S. Office Products Company and State Street Bank 
and Trust Company, as trustee. The press release announcing this transaction 
is attached as Exhibit 99.1.


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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit                   Description
- - -------                   -----------

99.1                      Press Release dated June 5, 1998.

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                               SIGNATURES

     Pursuant to the requirements of the Securities and 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
                                                  (Registrant)
                                       
                                      By: /s/ Mark D. Director
                                          -----------------------------
                                          Mark D. Director
                                          Executive Vice President--
                                           Administration,
                                          General Counsel and Secretary

DATED:  June 16, 1998

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                             INDEX TO EXHIBITS

EXHIBIT                         
  NO.                                          EXHIBIT
- - -------                                        -------

99.1                                        Press Release issued June 5, 1998

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                                                  U.S. OFFICE PRODUCTS COMPANY
- - ------------------------------------------------------------------------------

For immediate release-June 5, 1998  Release No. 98-019

U.S. OFFICE PRODUCTS COMPANY        Contact:    Donald H. Platt
(NASDAQ - "OFIS")                               U.S. Office Products
                                                (202) 339-6700 or (800) 330-6347
                                                or Edelman Financial 
                                                Silvia Rosselli (Media)
                                                (212) 704-8217


                        U.S. OFFICE PRODUCTS SELLS
                 $400 MILLION IN SENIOR SUBORDINATED NOTES


Washington, D.C., June 5, 1998 - U.S. Office Products Company (NASDAQ: OFIS) 
announced today that it has agreed to sell $400 million aggregate principal 
amount of Senior Subordinated Notes due 2008 (the "Notes") in a private 
placement. The Notes will bear interest payable semi-annually, at a rate of 
9.75% and will mature on June 15, 2008. The Notes will be callable beginning 
June 15, 2003. The Notes will be unsecured obligations of U.S. Office 
Products Company ("USOP"), subordinated to all present and future senior 
indebtedness of USOP and will be guaranteed by USOP's domestic subsidiaries. 
The sale of the Notes is expected to be completed on June 10, 1998. The Notes 
are part of a series of financing transactions that USOP is making in 
connection with its previously announced strategic plan.

The Notes have not been registered under the Securities Act of 1933, as 
amended, or any state securities laws and may not be offered or sold in the 
United States or any state thereof absent registration or an applicable 
exemption from registration requirements. The Notes were offered in the 
United States only to qualified institutional buyers under Rule 144A and 
certain institutional accredited investors and outside the United States to 
certain persons in reliance upon Regulation S under the Securities Act.


                               - End -


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