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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Information Statement
Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
U.S. OFFICE PRODUCTS COMPANY
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(NAME OF ISSUER)
Common Stock, par value $.01 per share
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(TITLE OF CLASS OF SECURITIES)
CUSIP No. 9123253059
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(CUSIP NUMBER)
April 24, 2000
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(DATE OF EVENT WHICH REQUIRED FILING OF THIS STATEMENT)
This Schedule is filed pursuant to Rule 13d-1(c).
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SCHEDULE 13G
CUSIP NO. 46623H102 Page 2 of 5 Pages
(1) Name of Reporting Person FORUM CAPITAL PARTNERS, a limited
partnership
SS or IRS Identification No. Of Above Person 25-1798043
(2) Check the Appropriate Box if a Member of a Group*
N/A (a) ( ) (b) ( )
(3) SEC Use Only
(4) Citizenship or Place of Organization Pennsylvania
Number of Shares (5) Sole Voting Power
Beneficially 2,157,500 shares
Owned by Each (6) Shared Voting Power
Reporting Person 2,413,000
With (7) Sole Dispositive Power
2,157,500 Shares
(8) Shared Dispositive Power
2,413,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,413,000 Shares
(10) Check box if the Aggregate Amount in Row (9) Excludes Certain
Shares ( )
N/A
(11) Percent of Class Represented by Amount in Row (9)
6.55%
(12) Type of Reporting Person*
PN
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ITEM 1.
(a) Name of Issuer U.S. OFFICE PRODUCTS COMPANY
(b) Address of Issuer's Principal Executive Offices
1025 Thomas Jefferson Street
Suite 600
Washington, D.C. 20007
ITEM 2.
(a) Name of Person Filing FORUM CAPITAL PARTNERS,
a limited partnership
(b) Address of Principal Business Office
One Oxford Centre, Suite 3950
Pittsburgh, Pennsylvania 15219
(c) Citizenship Pennsylvania
(d) Title of Class of Securities Common Stock, par value $.01 per
share
(e) CUSIP Number 9123253059
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13(D)-1(B) OR 13D-2(B): N/A
ITEM 4. OWNERSHIP
(a) FORUM CAPITAL PARTNERS, a limited partnership, has acquired
directly for its own account on various dates up to May 1, 2000
2,157,500 shares of the Common Stock of the Issuer and may be
deemed to have acquired beneficially an additional 255,500 shares
of the Common Stock of the Issuer held in or for the account of
other persons consisting of John A. Staley, IV and other clients
of Staley Capital Advisers, Inc., the general partner of FORUM
CAPITAL PARTNERS.
(b) The 2,413,000 shares owned or deemed to be owned beneficially by
FORUM CAPITAL PARTNERS, a limited partnership, are 6.55% of the
outstanding Common Stock of the Issuer, based upon 36,863,549
shares outstanding at March 3, 2000.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS N/A
Page 3 of 5 Pages
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The filing of this Form 13-G shall not be construed as an admission
that Forum Capital Partners or Staley Capital Advisers, Inc., its sole
general partner, is, for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any securities
owned by John A. Staley, IV or clients of Staley Capital Advisers,
Inc., other than Forum Capital Partners.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURING BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired for the
purpose of, and do not have the effect of changing or influencing, the
control of the Issuer, and were not acquired and are not held in
connection with or as a participant in any transaction having such
purposes or effect.
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
May 17, 2000
/s/ JOHN A. STALEY, IV
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John A. Staley, IV, President
Staley Capital Advisers, Inc.,
general partner of
FORUM CAPITAL PARTNERS
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