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PROSPECTUS SUPPLEMENT Rules 424(b)(3) and 424(c)
TO PROSPECTUS DATED OCTOBER 3, 1996 AND Registration No. 333-10383
PROSPECTUS SUPPLEMENT DATED DECEMBER 22, 1997
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U.S. Office Products Company (the "Company") has prepared this Prospectus
Supplement to identify an additional person (the "New Selling Securityholder")
using the Company's Prospectus, dated October 3, 1996, covering the Company's
5 1/2% Convertible Subordinated Notes due 2003 (the "Notes") in the aggregate
principal amount of $86.25 million, for resale of their Notes.
The following table sets forth the principal amount of Notes beneficially
owned by the New Selling Securityholder, the principal amount of Notes offered
pursuant to the Prospectus (the "Offered Notes"), the percent of outstanding
Notes that the New Selling Securityholder will have after consummation of the
offering, and the number of shares of the Company's common stock, par value
$.001 per share (the "Common Stock"), that may be offered when and if the Notes
are converted into Common Stock (the "Conversion Shares"). The New Selling
Securityholder does not hold, and within the past three years has not held, any
position, office or other material relationship with the Company or any of its
predecessors or affiliates. Because the New Selling Securityholder may offer all
or some portion of the Offered Notes or the Conversion Shares pursuant to the
Prospectus, no estimate can be given as to the amount of Offered Notes or the
Conversion Shares that will be held by the New Selling Securityholder upon
termination of any such sales. The table has been prepared based upon
information furnished to the Company by the New Selling Securityholder.
<TABLE>
<CAPTION>
PRINCIPAL PERCENT OF NUMBER OF
AMOUNT OF OUTSTANDING CONVERSION
NOTES PRINCIPAL NOTES AFTER SHARES THAT
BENEFICIALLY AMOUNT OF CONSUMMATION MAY BE
NAME(1) OWNED OFFERED NOTES OF OFFERING SOLD(2)
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<S> <C> <C> <C> <C>
State of Oregon--Equity c/o Froley Revy Investment
Co................................................ $ 1,500,000 $ 1,500,000 -- 47,468
Beneficial Holders previously listed................ 79,030 000 71,427,000 -- 2,260,348
Other Beneficial Holders not listed individually.... 149,470,000 13,323,000 -- 421,614
Total........................................... $230,000,000 $ 86,250,000 100.0% 2,729,430
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(1) The information contained herein is as of April 15, 1998.
(2) Assumes conversion of the full amount of Offered Notes held by such holder
at the initial rate of $31.60 in principal amount (as adjusted for a
three-for-two stock split in the form of a stock dividend on November 6,
1997) of Offered Notes per share of Common Stock. Under the terms of the
indenture for the Notes, fractional shares will not be issued upon
conversion of the Offered Notes; cash will be paid in lieu of any fractional
shares.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 15, 1998
