UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 1996
BT OFFICE PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13858 13-3245865
- ---------------------------- ------------------------ --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2150 E. Lake Cook Road, Buffalo Grove, Illinois 60089-1877
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 793-7500
Page 1 of 4
<PAGE>
The undersigned Registrant hereby amends the following items of its Current
Report on Form 8-K dated December 31, 1996, as set forth herein:
Item 2. Acquisition or Disposition of Assets.
On December 17, 1996, BT Office Products Sweden AB (the "Purchaser"),
a Swedish company and an indirect wholly owned subsidiary of BT Office Products
International, Inc., a Delaware corporation (the "Registrant"), acquired from
Messrs. Ake Bjorsell and Anders Bjorsell (collectively, the "Sellers") all of
the share capital of the Vinborgen i Boras AB group of companies ("Bjorsell")
pursuant to the terms of an Agreement for Purchase of Shares (the "Purchase
Agreement") dated December 10, 1996 between the Purchaser and the Sellers.
Bjorsell is an office products distributor in Sweden with total sales of
approximately $85 million for the fiscal year ended August 31, 1996.
The purchase price for such transaction, which was determined as a
result of an arm's length negotiation between unrelated parties, was
approximately $42 million in cash, subject to adjustment as provided in the
Purchase Agreement. The purchase price, less a contractual holdback for
potential indemnification claims, was paid on December 17, 1996.
The assets of Bjorsell that were acquired, including, without
limitation, inventory and equipment, have been used by Bjorsell in the
distribution of office products. The Purchaser intends to continue such use of
the acquired assets.
The source of funds used to finance the acquisition was a borrowing
under the Registrant's $250 million syndicated Competitive Advance and Revolving
Credit Agreement dated as of August 2, 1996 with the lenders named therein, The
Chase Manhattan Bank, as Administrative Agent, and ABN AMRO Bank N.V., as
Documentation Agent.
The foregoing summary of the Purchase Agreement is qualified in its
entirety by reference to the Purchase Agreement previously filed and
incorporated herein by reference.
Page 2 of 4
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements of Businesses Acquired and Pro Forma
Financial Information
In accordance with Item 7 of the Registrant's Current Report on Form
8-K dated December 31, 1996, the Registrant hereby appends to the Form 8-K the
following financial statements and pro forma financial information:
A. Bjorsell:
Financial Statements of Business Acquired
The following audited financial statements of Bjorsell and report are
attached hereto as Appendix A:
1. Independent Auditors Report dated February 10, 1997
2. Consolidated Income Statement for the fiscal year ended August 31, 1996
3. Consolidated Balance Sheet as of August 31, 1996
4. Notes to the Consolidated Financial Statements
Financial statements for Bjorsell's most recent fiscal year end, August 31,
1996, were prepared using a basis of accounting principles accepted in Sweden
and audited in accordance with generally accepted auditing standards in Sweden,
which are in all material respects consistent with generally accepted auditing
standards in the United States. Although this date differs from the Registrant's
most recent fiscal year end for which audited financial statements of the
Registrant have been filed, it was not practicable to adjust the financial
results back to December 31, 1995. Included in Note 14 to the consolidated
financial statements is a discussion of the material variations between the
methods of preparing the financial statements in Sweden and those accepted under
generally accepted accounting principles in the United States ("U.S. GAAP"), as
well as reconciliations of net income and equity to U.S. GAAP.
B. BT Office Products International, Inc. and Bjorsell:
Pro Forma Financial Information
The following unaudited pro forma financial information is attached
hereto as Appendix B:
1. Introductory Note to Unaudited Pro Forma Combined Financial Data
2. Unaudited Pro Forma Combined Balance Sheet at December 31, 1995
3. Unaudited Pro Forma Combined Statement of Operations for the year ended
December 31, 1995
(c) Exhibits
(1) Agreement for Purchase of Shares dated December 10, 1996 between
Ake Bjorsell and Anders Bjorsell as Sellers and BT Office Products Sweden AB as
Purchaser (incorporated by reference to Exhibit No. 2 to the Registrant's
Current Report on Form 8-K dated December 31, 1996).
Page 3 of 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
/s/ John J. McKiernan
By:__________________________
John J. McKiernan
Vice President-Finance and Administration,
Chief Financial Officer and Secretary
DATE: March 3, 1997
Page 4 of 4
<PAGE>
APPENDIX A
ERNST & YOUNG
INDEPENDENT AUDITORS REPORT
To the Board of Directors and Stockholders of Vinborgen i Boras AB
We have audited the accompanying consolidated balance sheet of Vinborgen i Boras
AB as of 31 August 1996, and the related statement of income and retained
earnings for the year then ended. All information included in these financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We have conducted our audit in accordance with auditing standards generally
accepted in Sweden, which are substantially the same as those followed in the
USA. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
As described in the footnotes the accompanying financial statements have been
prepared solely on the request of BT Office Products Inc. for inclusion in its
form 8 - K filing with the SEC in the USA. The accompanying financial statements
have been prepared in accordance with generally accepted accounting principles
in Sweden and differences to generally accepted accounting principles in the USA
have been explained in footnote 14.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vinborgen i Boras AB as of
August 31, 1996, and the result of its operation for the year then ended in
conformity with accounting principles generally accepted in Sweden.
February 10, 1997
Boras, Sweden
/s/ Sverre Rokaas
-----------------
Sverre Rokaas
Authorized Public Accountant
Ernst & Young AB
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<PAGE>
CONSOLIDATED INCOME 1 Sept. 1995-
STATEMENT 31 Aug.1996
(in TSEK)
Revenues:
Sales 556,641
Leasing revenue 1,608
Other revenue 7,826
-------
566,075
Interest on lease financing (357)
Operating costs and expenses (528,509)
Non recurring items Note 1 (935)
-------
Operating income before depreciation
amortization Notes 4-8 36,274
Goodwill (4,839)
Leasehold improvements (105)
Machinery and equipment (2,934)
Leasing equipment (1,165)
-------
Operating income 27,231
Financial income and expenses:
Dividend income 25
Interest income 1,731
Interest expense (4,234)
Conditional shareholders' contribution (200}
-------
Income before income taxes and minority
interest 24,553
Taxes Note2 (8,677)
Minority interest Note3 (392)
-------
Net income 15,484
=======
See accompanying notes
-2-
<PAGE>
CONSOLIDATED BALANCE SHEET 31 August
(in TSEK) 1996
Assets
Current assets
Cash 1,823
Accounts receivable 54,933
Prepaid expenses and accrued income 3,745
Other receivables 4,106
Receivables from related parties Note 9 9,110
Inventory 72,479
-------
Total current assets 146,196
Noncurrent assets Notes 4-8
Other investments Note 5 347
Shares in subsidiaries to be sold Note 15 1,038
Long-term receivables 7,932
Goodwill 38,355
Leasehold improvements 182
Machinery and equipment 8,131
Leasing equipment 4,702
-------
Total noncurrent assets 60,687
Total assets 206,883
=======
Liabilities and Shareholders' equity
Current liabilities
Accounts payable 46,214
Income taxes payable 933
Accrued expenses and prepaid income 11,925
Other current liabilities 2,267
Liabilities to related parties Note 9 6,395
-------
Total current liabilities 67,734
See accompanying notes.
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<PAGE>
CONSOLIDATED BALANCE SHEET 31 August
(in TSEK) 1996
Noncurrent liabilities
Long-term debt (draft facility) Note 10 19,474
Loans from shareholders Note 15 21,341
Deferred income taxes Note 11 8,118
-------
Total noncurrent liabilities 48,933
Minority interest in subsidiary Note 3 5,214
Shareholders' equity Note 12
Restricted equity
Share capital (authorized and issued, 1,000 100
shares, par value SEK 100 per share)
Restricted reserves 6,945
-------
Total restricted equity 7,045
Unrestricted equity
Unrestricted reserves 62,473
Net income 15,484
-------
Total unrestricted equity 77,957
Total equity 85,002
-------
Total liabilities and shareholders' equity 206,883
=======
Pledged assets, guarantees and other
contingencies Note 13
See accompanying notes.
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<PAGE>
Notes to the consolidated financial statements
Accounting principles
Organization and operation
The Vinborgen I Boras Group ("Vinborgen" or "Group") is engaged in the office
supply and printing businesses through its wholly owned subsidiary AB JF
Bjorsell ("Bjorsells") and other related subsidiaries.
Bjorsells was acquired by BT Office Products Sweden AB on December 10, 1996
through the acquisition of 100 percent of the shares in Vinborgen i Boras AB.
Prior to the acquisition, the printing business was sold to the former owners of
Vinborgen i Boras AB for SEK 1 million.
Basis of presentation
These consolidated financial statements of Vinborgen includes the operating
assets, liabilities and result of operation of Bjorsells. This basis of
presentation reflects the financial position and results of operations of the
acquired business.
The consolidated financial statements of Vinborgen are prepared in accordance
with generally accepted accounting principles in Sweden and are presented in
Thousands of Swedish Kronor ("TSEK")
Principles of consolidation
The consolidated financial statements for the Group are prepared using the
purchase method of accounting.
Receivables and liabilities
Accounts receivable are presented net of an allowance for doubtful accounts. The
provision for doubtful accounts is based upon an individual assessment of each
accounts receivable. Other receivables are reported at expected realizable
value.
All receivables and liabilities in foreign currencies are converted into Swedish
Kronor at the closing date rate. Unrealized gains and losses are reported in
income statement.
All other assets, if not otherwise stated, are recorded at cost.
-5-
<PAGE>
Depreciation and amortization
Equipment and Goodwill are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization is recorded on a straight line basis
over the expected useful lives of the assets, which are as follows:
Goodwill l0 years
Furniture and office equipment 10 years
Other equipment 5 years
Leasehold improvements 5 years
Leasing equipment is depreciated using an annuity method, which corresponds to
the change in value of the leasing contracts.
Inventory
Inventories are stated at cost less a 3 percent obsolescence provision. The
value of the inventory is deemed to be equivalent to the lower of cost (on a
first in, first out basis) or market (net realizable value). Net realizable
value is the amount that can be realized from the sale of the inventory in the
normal course of business after allowing for the cost of realization.
Pensions
The Group uses a pension scheme which is under the administration of an
insurance company. Pension costs are accounted for on a regular basis upon being
charged by the insurance company. The Group has no pension obligations beyond
these and therefore no unfunded pension liability exists.
Revenue recognition
Revenues are recorded at the time of shipment of products or performances of
services.
-6-
<PAGE>
Notes
Note 1 Non-recurring items
1995/96
Write-down of non-current receivables and
other shares (786)
Write-down of Goodwill (149)
---
Total (935)
===
Note 2 Income tax
1995/96
Current income tax (6,862)
Deferred income tax (1,815)
-----
Total income tax expense (8,677)
=====
The Group is allowed to claim tax deductions in Sweden through appropriations,
provided that it accumulates such appropriations in untaxed reserve accounts.
Accordingly, untaxed reserves accounts are partly deferred taxes and partly
shareholders' equity. In the consolidated accounts the two components of untaxed
reserves are classified as deferred income taxes and equity. The tax component
of the adjustment to untaxed reserves is included in the tax provision.
The corporate tax rate in Sweden is 28 percent.
Note 3 Minority interests
Opening balance 4,962
Minority share in net income 392
Reduction in minority interest (49)
Dividend to minority (91)
-----
Closing balance 5,214
=====
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<PAGE>
Note 4 Leases
Lease payments during 1995/96 amounts to TSEK 1,854.
The future costs for lease contracts as of August 31, 1996 areas follows (SEK in
thousands):
1996/97 1,307
1997/98 590
1998-2001 69
-----
Total 1,966
=====
Note 5 Other investment
1995/96
Book value Share in %
---------- ----------
594 A-shares in Foreningsbanken 12 -
1,285 B-shares in Foreningsbanken 35 -
2,231 shares in Helsingborgs
Kontorsvaruhus AB 0 42.5%
49 shares in Bjorsells Polska Ltd 300 49%
---
347
===
The market value of the shares in Foreningsbanken is SEK 48 thousand as of
August 31, 1996.
Note 6 Goodwill
1995/96
Goodwill arising in business combinations:
Cost 47,813
Accumulated depreciation (9,458)
------
Book value 38,355
======
-8-
<PAGE>
Note 7 Equipment
1995/96
Leasehold improvements
Cost 4,794
Accumulated depreciation (4,6l2)
------
Book value 182
======
1995/96
Equipment
Cost 28,294
Accumulated depreciation (20,163)
------
Book value 8,131
======
Note 8 Leasing equipment
1995/96
Cost 6,460
Accumulated depreciation (1,758)
-----
Book value 4,702
=====
Note 9 Balances with related parties
Receivables from and liabilities to related parties relate to balances with
various companies in the printing division. The receivables and SEK 5.6 million
of the liabilities relate to intercompany clearing accounts and a group bank
account, which were all settled subsequent to August 31, 1996, except for a
receivable of SEK 0.7 million. The remaining balance relates to trade
receivables and payables.
Note 10 Long-term debt (draft facility)
Total bank overdraft facility as of August 31, 1996 was SEK 41 million.
-9-
<PAGE>
Note 11 Deferred tax liability
As discussed in note 2 above, the Group is entitle to claim tax deductions
principally by making appropriations to untaxed reserves. These appropriations
are taken directly to the credit of the balance sheet as increases in untaxed
reserves in the books of each separate entity. However, these appropriations in
untaxed reserves are classified as partly deferred income taxes and partly
shareholders' equity in the consolidated accounts.
Deferred tax liability consists of the following:
1995/96
Deferred tax liability on untaxed reserves 8,135
Deferred tax on intercompany profit (17)
-----
Net deferred tax liability 8,118
=====
Note 12 Shareholders' equity
Share Restricted Unrestricted Net
capital reserves reserves income
------- ---------- ------------ ------
Opening balance 100 0 28,539 31,873
Appropriations of net
income 1994/95 20 31,853 (31,873)
Shareholders' contribution 12,125
Decrease in minority 49
Dividend (3,168)
Transfer between
restricted and unrestricted
reserves 6,925 (6,925)
Net income 1995/96 15,484
------- ---------- ------------ ------
Closing balance 100 6,945 62,473 15,484
======= ========== ============ ======
In accordance with the Swedish Companies Act distribution of dividends is
limited to the lesser of the unrestricted equity shown in the statutory
Consolidated or Parent Company balance sheets after proposed appropriations to
restricted equity. Unrestricted equity in the Parent Company was SEK 73,117 at
August 31, 1996 and SEK 77,646 thousands in the Statutory consolidated financial
statements.
-10-
<PAGE>
Note 13 Pledged assets, guarantees and other contingencies
1995/96
Pledged Assets:
Chattel mortgage 49,500
======
Guarantees and contingencies:
Guarantee to related party (a) 5,245
Guarantees 812
Repurchase guarantee 3,000
Letter of credit 76
Conditional shareholders' contribution (b) 62,125
------
71,258
======
(a) See note 15
(b) See note l4,g
Note 14 U.S. GAAP
The Group's consolidated financial statements are presented and described in
accordance with generally accepted accounting standards in Sweden, which differ
in certain respects from accounting principles generally accepted in the United
States (U.S. GAAP).
The principal differences between Swedish GAAP and U.S. GAAP are presented and
described below together with explanations of the adjustments that affect
consolidated net income and total shareholders' equity as of and for the year
ended August 31, 1996:
Reconciliation of net income: 1995/96
Net income reported under Swedish GAAP 15,484
Goodwill a 4,586
Leasehold improvements b (587)
Leasing (lessor) c 271
Leasing (lessee) d 89
Equity method of accounting e (164)
Consolidation f (271)
Deferred tax effect on U.S. GAAP adjustments 63
------
Net income under U.S. GAAP 19,471
======
-11-
<PAGE>
Reconciliation of Shareholders' equity: 1996
Shareholders' equity reported under Swedish GAAP 85,002
Goodwill a (38,223)
Leasehold improvements b -
Leasing (Lessor) c 273
Leasing (Lessee) d (146)
Equity method of accounting e (164)
Consolidation f (617)
Deferred tax effect on U.S. GAAP adjustments (41)
------
Shareholder's equity under U.S. GAAP 46,084
======
a) Goodwill
In fiscal year 1994/95, the owners of Bjorsells, Anders and Ake Bjorsell, sold
the Company to Vinborgen i Boras AB, which also is wholly owned by Ake and
Anders. For Swedish GAAP purposes this transaction was accounted for using
purchase accounting and a goodwill of SEK 45.9 million was recognized. The
goodwill is amortized over 10 years. For U.S. GAAP purposes a transaction
between entities under common control would be accounted for on an historical
basis in a manner similar to pooling of interests. The goodwill will therefore
be treated as a reduction of shareholders' equity.
b) Leasehold improvements
Historically, it was possible for Swedish companies to make an appropriation
from income before tax to an investment reserve, which could be utilized for
future capital expenditures. This appropriation was tax deductible at the time
of when the reservation was made. The investments reserve was one form of
untaxed reserves available through 1991. In subsequent years, when the capital
expenditure actually was made, the purchase of, e.g., fixed assets was directly
written down against the investment reserve for both book and tax purposes. This
write-down was not made because the assets acquired were impaired and therefore
would not be in accordance with U.S. GAAP. Bjorsells invested in total SEK 3.3
million in 1991 in leasehold improvement and wrote down SEK 2.9 million directly
against the investment reserve. The remaining portion, SEK 0.4 million was
depreciated over five years. Accordingly, the write-down of SEK 2.9 million
needs to be reversed under U.S. GAAP and depreciated over useful economic life,
which was estimated to be five years. The effect on shareholders' equity would
therefore be zero, since this capital expenditure would be fully depreciated by
1995/96.
-12-
<PAGE>
c) Leasing (1essor)
The Company depreciates all operating leases using an annuity method. All lease
agreements are cancelable and are therefore considered to be operating leases
also under U.S. GAAP. However, the annuity method of depreciation is not
acceptable under U.S. GAAP. The depreciation and the carrying amount are
therefore adjusted to correspond to amounts that would be reported if the assets
were depreciated according to the straight-line method of depreciation.
d) Leasing (1essee)
The Group leases some of the computer and printing equipment, which all are
treated as operating leases under Swedish GAAP. These leases are considered to
be capital leases under U.S. GAAP because the net present value of future
minimum lease payments exceeds the fair value of the equipment at the time of
inception.
e) Equity method of accounting
The Group accounts for all investments at cost. Under U.S. GAAP, an investment
where the investor has significant influence should be accounted for using the
equity method of accounting. An investor is presumed to be able to exercise
significant influence where it has more than 20 percent of the voting stock of
an investee. The investor should ordinarily discontinue applying the equity
method of accounting when the investments (and net advances) is reduced to zero
and should not provide for additional losses unless the investor has guaranteed
obligations of the investee or is otherwise committed to provide further
financial support to the investee. Bjorsells' investment in Kvh Helsingborg
would under U.S. GAAP be accounted for using the equity method of accounting.
Since the Group will continue to financially support Kvh Helsingborg, it has
provided for additional losses even though the investment is reduced to zero.
The investment in Helsingborg is recorded at SEK (164) thousand as of August 31,
1996.
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<PAGE>
f) Consolidation
The Group owns 49 percent of Bjorsells Polska Ltd. and the owners of the Group
personally own an additional two percent. Under U.S. GAAP the Group is deemed to
have a beneficial ownership of 51 percent and thereby also having the control
over the Polish investment. Under Swedish GAAP, normally, only the formal
ownership of shares is considered when determining whether control exists or
not. The investment in the Polish company is therefore carried at cost under
Swedish GAAP. The consolidation of the Polish operations have the following
effect on the income statement and the balance sheet:
Income statement: 1995/96
Net income in Bjorsell Polska Ltd. (562)
Minority share of the loss 279
Reversal of write-down of the investment (a) 294
Write-down of goodwill (282)
---
Net difference between Swedish GAAP and
U.S. GAAP (271)
===
(a) Included in nonrecurring items in the consolidated income statement.
Balance sheet of Bjorsell Polska Ltd 1996
Total assets 735
Total liabilities 752
Equity (17)
Balance sheet: 1996
Opening balance of Bjorsell Polska's share of
the Group's equity 0
Net income Bjorsell Polska Ltd (271)
Translation difference (46)
---
Closing balance (317)
Book value in the Swedish accounts 300
---
Difference between Swedish GAAP and
U.S. GAAP (617)
===
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<PAGE>
g) Shareholders' contribution
As disclosed in note 12, the shareholders' of Vinborgen have contributed a total
amount of SEK 62.1 million as a conditional shareholders' contributions. In
accordance with Swedish GAAP conditional shareholders' contributions are
included in equity while these contributions would be treated as a liability
under U.S. GAAP. In connection with BT Office Products acquisition of the Group,
the shareholders of Vinborgen converted these contributions to unconditional
shareholders' contributions. Because of this conversion to unconditional
shareholders' contributions no adjustment has been made in the U.S. GAAP
reconciliation.
Note 15 Subsequent events
On September 1, 1996, BjorselIs acquired an additional two percent in Bjorsell
Polska Ltd. from the owners of Vinborgen i Boras AB. The Group now owns 51
percent.
On September 1, 1996, Bjorsells, as part of the Group being acquired by BT
Office Products, sold all of its interests in the real estate company and the
Printing operations for a total consideration of SEK 1,045 thousand, resulting
in a gain of SEK 7 thousand.
On December 10, 1996 the Group was acquired by BT Office Products Sweden, a
wholly owned subsidiary of BT Office Products International, which is a company
in the office products distribution business.
In connection with BT Office Products International's acquisition of the Group
the loans from shareholders of SEK 21.3 million were forgiven and converted to
equity.
Subsequent to August 31, 1996, the Group has been relieved from the guarantee to
related party of SEK 5.245 thousand.
-15-
<PAGE>
APPENDIX B
BT OFFICE PRODUCTS INTERNATIONAL, INC.
INTRODUCTORY NOTE TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following pro forma combined balance sheet, as of December 31, 1995, is
prepared assuming the Bjorsell acquisition occurred on such date. The pro forma
combined statement of operations, for the year ended December 31, 1995, was
computed assuming the transaction was consummated at the beginning of the fiscal
year and thus includes the Bjorsell combined statement of operations for its
fiscal year ended August 31, 1996. It is not practicable to conform the
reporting periods of the acquired business to the Company's reporting period and
thus pro forma financial data for the nine months ended September 30, 1996 has
been excluded.
The pro forma combined financial data is based on available information and on
the certain assumptions and adjustments described in the accompanying notes
which BT Office Products International, Inc. believes are reasonable. The pro
forma combined financial data is provided for informational purposes only and
does not purport to present the results of operations of BT Office Products
International, Inc. had the transactions assumed therein occurred on or as of
the dates indicated, nor are they necessarily indicative of the results of
operations which may be achieved in the future.
-1-
<PAGE>
<TABLE>
<CAPTION>
BT OFFICE PRODUCTS INTERNATIONAL, INC. AND BJORSELL
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
December 31, 1995
BT Office Pro Forma Pro Forma
(in thousands) Products Bjorsell Adjustments Combined
--------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 7,568 $ 273 $ - $ 7,841
Receivables, net 179,858 8,212 - 188,070
Inventories 86,639 10,836 (150) (1) 97,325
Other current assets 21,531 2,536 125 (2) 24,192
------- ------- ------ -------
Total current assets 295,596 21,857 (25) 317,428
Other assets 19,099 1,393 - 20,492
Property, plant and equipment 106,674 5,912 - 112,586
Accumulated depreciation and amortization (42,033) (3,913) - (45,946)
------- ------- ------ -------
Net property, plant and equipment 64,641 1,999 - 66,640
Intangibles, net 149,813 20 33,157 (3) 182,990
------- ------- ------ -------
$529,149 $ 25,269 $ 33,132 $587,550
======== ======== ======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ 20,176 $ - $ - $ 20,176
Accounts payable 79,130 6,909 - 86,039
Other current liabilities 52,327 3,223 479 (4) 56,029
------- ------ ------- -------
Total current liabilities 151,633 10,132 479 162,244
Long-term obligations with affiliates 83,148 - - 83,148
Other long-term obligations 16,403 2,946 42,733 (5) 62,082
Other liabilities 17,730 2,111 - 19,841
Stockholders' equity:
Common stock 334 - - 334
Additional paid-in capital 273,477 10,080 (10,080) (6) 273,477
Retained earnings (deficit) (14,819) - - (14,819)
Currency translation adjustment 1,243 - - 1,243
------- ------ ------- -------
Total stockholders' equity 260,235 10,080 (10,080) 260,235
------- ------ ------- -------
Total liabilities and
stockholders' equity $529,149 $ 25,269 $ 33,132 $587,550
======== ======== ======== ========
<FN>
(1) Record inventory provision for potential obsolescence at acquisition date
(2) Establish deferred tax asset for accrued acquisition costs and inventory
provision
(3) Increase in goodwill due to Bjorsell acquisition
(4) Reserve for acquisition and integration costs for the Bjorsell acquisition
(5) Use of $250 million syndicated credit facility to finance purchase price
(6) Reflects elimination of Bjorsell historical shareholders' equity
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
BT OFFICE PRODUCTS INTERNATIONAL, INC. AND BJORSELL
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 1995
BT Office Pro Forma Pro Forma
(in thousands, except per share data) Products Bjorsell Adjustments Combined
--------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Net sales $1,132,370 $ 84,628 $ - $1,216,998
Costs and expenses:
Costs of products sold 819,078 57,181 - 876,259
Selling and administrative 266,163 22,025 - 288,188
Depreciation and amortization 10,339 662 - 11,001
Amortization of intangibles 8,117 38 829 (1) 8,984
--------- ------- ------- ---------
1,103,697 79,906 829 1,184,432
Operating income 28,673 4,722 (829) 32,566
Other income (expense):
Other income 1,287 109 - 1,396
Interest expense (3,561) (633) 2,564 (2) (6,758)
Interest expense to affiliates (12,372) - - (12,372)
--------- ------- ------- ---------
(14,646) (524) (2,564) (17,734)
Income before income tax 14,027 4,198 (3,393) 14,832
Income tax expense 7,337 1,288 (1,021) (3) 7,604
--------- ------- ------- ---------
Net income $ 6,690 $ 2,910 $ (2,372) $ 7,228
========= ======= ======= =========
Net income per share $ 0.24 $ 0.26
========= =========
Weighted-average common shares 27,975 27,975
========= =========
<FN>
(1) Adjustment to reflect amortization of goodwill related to Bjorsell
acquisition
(2) Adjustment to reflect interest expense on purchase price financed under $250
million syndicated credit facility
(3) Adjustment to reflect income tax benefit on interest expense at Bjorsell's
effective tax rate
</FN>
</TABLE>
-3-
