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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(AMENDMENT NO. 3)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
BT OFFICE PRODUCTS INTERNATIONAL, INC.
(NAME OF THE ISSUER)
BUHRMANN NV
(FORMERLY NV KONINKLIJKE KNP BT)
BUHRMANN INTERNATIONAL B.V.
(FORMERLY KNP BT INTERNATIONAL B.V.)
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE 055816-10-2
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
CHRISTINE M. PALLARES, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
(212) 858-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$138,940,580 $27,788
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[x] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount previously paid: $27,788 Filing Parties: BT Office Products
International, Inc.
Form or registration No.: Schedule 14A Date filed: June 17, 1998
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(1) For purposes of calculating the filing fee only. This calculation assumes
the purchase of 10,104,770 shares of Common Stock, par value $.01 per
share, of BT Office Products International, Inc. at $13.75 per share in
cash.
(2) Pursuant to Rule 0-11(c), the filing fee was determined at 1/50 of 1% of
the aggregate cash consideration.
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INTRODUCTION
This Amendment No. 3 is the Final Amendment to and it amends and
supplements the Schedule 13E-3 Transaction Statement filed on June 19, 1998, as
amended by Amendment No. 1 thereto filed on August 14, 1998 and by Amendment No.
2 thereto filed on September 3, 1998 (collectively, the "Statement") by BT
Office Products International, Inc., a Delaware corporation ("Company"),
Buhrmann NV (formerly NV Koninklijke KNP BT), a Netherlands corporation
("Parent"), Buhrmann International B.V. (formerly KNP BT International B.V.), a
Netherlands corporation and wholly-owned subsidiary of Parent ("International"),
and BT OPI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of Parent and International ("Purchaser") in connection with an Agreement and
Plan of Merger, dated as of June 2, 1998 (the "Merger Agreement"), by and among
Company, Parent, International and Purchaser.
This Final Amendment is filed pursuant to Rule 13(e)-3(d)(3) promulgated
under the Securities Exchange Act of 1934 to report the consummation, on
September 29, 1998 of the merger of Purchaser with and into the Company (the
"Merger") with the Company remaining as the surviving corporation (the
"Surviving Corporation"). Prior to the Merger, Parent and International together
owned approximately 70% of the outstanding common stock, par value $.01 per
share, of the Company ("Common Stock"). Each share of Common Stock outstanding
immediately prior to September 29, 1998, other than shares of Common Stock held
by Parent and International (which were converted into fully paid and
non-assessable shares of common stock of the Surviving Corporation at a rate of
one share of common stock of the Surviving Corporation for each 23,400 shares of
Common Stock), were converted into the right to receive $13.75 in cash, without
interest.
The following Cross Reference Sheet is supplied pursuant to the General
Instruction F to Schedule 13E-3 and shows the location in the definitive proxy
statement filed by the Company with the Securities and Exchange Commission on
September 3, 1998 (including all annexes and schedules thereto, the "Definitive
Proxy Statement") of the information required to be included in response to the
items on this Statement. The information in the Definitive Proxy Statement, a
copy of which has been filed as Exhibit (d)(1) hereto, is hereby expressly
incorporated by reference and the responses to each item are qualified in their
entirety by the provisions of the Definitive Proxy Statement.
CROSS REFERENCE SHEET
Item in Schedule 13E-3 Caption in Proxy Statement
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Item 1(a).............................. INTRODUCTION, SUMMARY
Item 1(b).............................. INTRODUCTION, SPECIAL MEETING - Record
Date; Stock Entitled to Vote; Quorum
Item 1(c)-(d).......................... MARKET PRICE AND DIVIDEND INFORMATION
Item 1(e).............................. MARKET PRICE AND DIVIDEND INFORMATION,
SPECIAL FACTORS - Background of the
Merger, - Security Ownership of Certain
Beneficial Owners and Management
Item (f)............................... Included herein
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
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<S> <C>
Item 2(a)-(d);(g).................... SUMMARY -- Parent, International and the Purchaser
Item 2(e)-(f)........................ Included herein
Item 3(a)(1)......................... CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, SPECIAL
FACTORS -- Background of the Merger
Item 3(a)(2),(b)..................... SPECIAL FACTORS -- Background of the Merger, -- Opinion of
Financial Advisor, THE MERGER AGREEMENT
Item 4(a)-(b)........................ INTRODUCTION, SUMMARY, SPECIAL FACTORS -- Interests of
Certain Persons in the Merger, FINANCING THE MERGER, THE
MERGER AGREEMENT
Item 5(a)-(g)........................ SPECIAL FACTORS -- Background of the Merger, -- Certain
Consequences of the Merger, -- Plans for the Company After
the Merger, MARKET PRICE AND DIVIDEND INFORMATION
Item 6(a)............................ FINANCING THE MERGER
Item 6(b)............................ FEES AND EXPENSES
Item 6(c)-(d)........................ Included herein
Item 7(a)-(c)........................ SPECIAL FACTORS -- Determinations of the Independent
Committee and the Board; Fairness of the Merger, -- Purpose
and Structure of the Merger, -- Certain Consequences of the
Merger, -- Plans for the Company after the Merger
Item 7(d)............................ SPECIAL FACTORS -- Interests of Certain Persons in the
Merger, -- Certain Consequences of the Merger, -- Plans for
the Company after the Merger, -- Accounting
Treatment, -- Certain Federal Income Tax Consequences to
Stockholders, APPRAISAL RIGHTS
Item 8(a)-(e)........................ INTRODUCTION, SPECIAL FACTORS -- Background of the
Merger, -- Determinations of the Independent Committee and
the Board; Fairness of the Merger, -- Opinion of Financial
Advisor, -- Position of Parent, International and the
Purchaser, Annex II to the Proxy Statement
</TABLE>
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<TABLE>
<CAPTION>
Item in Schedule 13E-3 Caption in Proxy Statement
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<S> <C>
Item 8(f)........................ Included herein
Item 9(a)-(c).................... INTRODUCTION, SPECIAL FACTORS--
Background of the Merger,--Determinations of the
Independent Committee and the Board; Fairness in the
Merger,--Opinion of Financial Advisor, Annex II to
the Proxy Statement
Item 10(a)....................... SPECIAL FACTORS--Interests of Certain Persons in
the Merger,--Security Ownership of Certain
Beneficial Owners and Management
Item 10(b)....................... Included herein
Item 11.......................... INTRODUCTION, SPECIAL FACTORS--Interests
of Certain Persons in the Merger, THE MERGER
AGREEMENT, CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Item 12(a)-(b)................... INTRODUCTION, SUMMARY, SPECIAL
FACTORS--Background of the Merger,--
Determinations of the Independent Committee and the
Board; Fairness of the Merger,--Position of Parent,
International and the Purchaser
Item 13(a)....................... APPRAISAL RIGHTS, THE MERGER
AGREEMENT--The Merger, Annex III to the Proxy
Statement
Item 13(b)-(c)................... Included herein
Item 14(a)....................... SELECTED FINANCIAL DATA
Item 14(b)....................... Included herein
Item 15(a)....................... SUMMARY, THE SPECIAL MEETING, THE
MERGER--Purpose and Structure of the Merger,--
Plans for the Company after the Merger, FINANCING
THE MERGER, FEES AND EXPENSES
Item 15(b)....................... Included herein
Item 16.......................... Additional information concerning the Rule 13e-3
transaction is set forth in the Proxy Statement and the
Annexes thereto, a copy of which is attached hereto as
Exhibit (d)(1)
Item 17.......................... Separately included herewith
</TABLE>
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the Proxy Statement under
"INTRODUCTION" and "SUMMARY" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under
"INTRODUCTION" and under "SPECIAL MEETING -- Record Date; Stock Entitled to
Vote; Quorum" is incorporated herein by reference.
(c)-(d) The information set forth in the Proxy Statement under "MARKET
PRICE AND DIVIDEND INFORMATION" is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under "MARKET
PRICE AND DIVIDEND INFORMATION" and under "SPECIAL FACTORS -- Background of the
Merger" and "-- Security Ownership of Certain Beneficial Owners and Management"
is incorporated herein by reference.
(f) This item is not applicable as no shares of Common Stock have
been purchased by the filing parties during the period specified.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) This Statement is being filed jointly by the Company (which
is the issuer of the class of equity securities that in the subject of the Rule
13e-3 transaction) Parent, International and the Purchaser. The information
set forth under "SUMMARY -- Parent, International and the Purchaser," "CERTAIN
INFORMATION CONCERNING THE COMPANY" and "CERTAIN INFORMATION CONCERNING PARENT,
INTERNATIONAL AND THE PURCHASER" is incorporated herein by reference.
(e)-(f) During the last five years, none of Parent, the Company,
International or the Purchaser, nor, to the best of their knowledge, any of
their directors and executive officers, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the Proxy Statement under
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and "SPECIAL FACTORS --
Background of the Merger" is incorporated herein by reference.
(a)(2), (b) The information set forth under "SPECIAL FACTORS --
Background of the Merger," "-- Opinion of Financial Advisor" and "THE MERGER
AGREEMENT" is incorporated herein by reference.
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ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth in the Proxy Statement under
"INTRODUCTION" "SUMMARY," "SPECIAL FACTORS -- Interests of Certain Persons in
the Merger," "FINANCING THE MERGER" and "THE MERGER AGREEMENT" is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the Proxy Statement under "SPECIAL
FACTORS - Background of the Merger," "--Certain Consequences of the Merger,"
"--Plans for the Company After the Merger" and "MARKET PRICE AND DIVIDEND
INFORMATION" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Proxy Statement under
"FINANCING THE MERGER" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "FEES AND
EXPENSES" is incorporated herein by reference.
(c)-(d) These items are not applicable as no funds are being borrowed in
connection with the Merger.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Background of the Merger," "-- Determinations of the Independent
Committee and the Board; Fairness of the Merger," "--Purpose and Structure of
the Merger" and "--Certain Consequences of the Merger," "--Plans for the
Company after the Merger" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Interests of Certain Persons in the Merger," "--Certain Consequences
of the Merger," "--Plans for the Company after the Merger," "--Accounting
Treatment," "--Certain Federal Income Tax Consequences to Stockholders" and
"APPRAISAL RIGHTS" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Proxy Statement under
"INTRODUCTION," "SPECIAL FACTORS -- Background of the Merger,"
"--Determinations of the Independent Committee and the Board; Fairness of the
Merger," "--Opinion of Financial Advisor" and "--Position of Parent
International and the Purchaser" and Annex II to the Proxy Statement is
incorporated herein by reference.
(f) This item is not applicable as no firm offers were received.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Proxy Statement under
"INTRODUCTION," "SPECIAL FACTORS -- Background of the Merger," "--
Determinations of the Independent Committee and the Board, Fairness in the
Merger" and "-- Opinion of Financial Advisor" and Annex II to the Proxy
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Proxy Statement under "SPECIAL
FACTORS -- Interests of Certain Persons in the Merger" and "-- Security
Ownership of Certain Beneficial Owners and Management" is incorporated herein
by reference.
(b) This item is not applicable as no transactions occurred.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the Proxy Statement under "INTRODUCTION,"
"SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER
AGREEMENT," and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a)-(b) The information set forth in the Proxy Statement under
"INTRODUCTION," "SUMMARY," "SPECIAL FACTORS -- Background of the Merger," "--
Determinations of the Independent Committee and the Board; Fairness of the
Merger" and "-- Position of Parent, International and the Purchaser" is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement under "APPRAISAL
RIGHTS" and "THE MERGER AGREEMENT -- The Merger" and Annex III to the Proxy
Statement is incorporated herein by reference.
(b)-(c) These items are not applicable as provisions for the items
specified in (b) have not been made and the Merger does not involve the
exchange of debt securities of the Company for Common Stock.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Proxy Statement under "SELECTED
FINANCIAL DATA," and the information set forth in page 37 through 58 of the BT
Office Products International, Inc. Annual Report on Form 10-K for the year
ended December 31, 1997, filed as exhibit
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(g) hereto is incorporated herein by reference. Exhibit (g) is expressly
incorporated herein by reference pursuant to General Instruction D to Schedule
13-E-3.
(b) This item is not applicable as pro form data showing the
specified effects of the Merger is not material.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Proxy Statement under "SUMMARY,"
"THE SPECIAL MEETING," "SPECIAL FACTORS -- Purpose and Structure of the Merger,"
"-- Plans for the Company after the Merger," "FINANCING THE MERGER" and "FEES
AND EXPENSES" is incorporated herein by reference.
(b) This item is not applicable as no persons, other than officers,
directors and employees of the Company, will be compensated for making
solicitations or recommendations in connection with the Merger.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Rule 13e-3 transaction is set forth
in the Proxy Statement and the Annexes thereto, a copy of which is attached
hereto as Exhibit (d)(1).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(b)(1) Opinion, dated June 2, 1998, of BT Wolfensohn (included as Annex
II to the Proxy Statement filed as Exhibit (d)(1) hereto).
(b)(2) Presentation of BT Wolfensohn to the Board of Directors of BT
Office Products International, Inc., dated May 29, 1998.*
(c)(1) Agreement and Plan of Merger dated as of June 2, 1998 among BT
Office Products International, Inc., NV Koninklijke KNP BT, KNP BT
International, B.V. and BT OPI Acquisition Corp. (included as Annex I to the
Proxy Statement filed as Exhibit (d)(1) hereto).
(c)(2) Exchange Agreement between NV Koninklijke KNP BT and BT Office
Products International, Inc. dated as of June 30, 1995, incorporated by
reference to Exhibit 2.1 to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (File No. 33-92124) as filed with the Securities and
Exchange Commission on July 7, 1995.
(c)(3) Registration Rights Agreement dated as of June 15, 1995 by and
among NV Koninklijke KNP BT, Buhrmann-Tetterode International B.V., and BT
Office Products International, Inc., incorporated by reference to Exhibit 10.2
to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No.
33-92124) as filed with the Securities and Exchange Commission on June 22, 1995.
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* Filed June 19, 1998.
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(c)(4) Underwriting Agreement, incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No.
33-92124) as filed with the Securities and Exchange Commission on July 7, 1995.
(d)(1) Letter to Stockholders, Notice of Special Meeting of Stockholders,
Preliminary Proxy Statement, with Annexes.**
(e) Section 262 of the Delaware General Corporation Law (included as
Annex III to the Proxy Statement filed as Exhibit (d)(1) hereto).
(g) Pages 37 through 58 of the BT Office Products International, Inc.
Annual Report on Form 10-K for the year ended December 31, 1997.*
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* Filed June 19, 1998.
** Filed September 3, 1998
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SIGNATURE
After due 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.
September 29, 1998
BUHRMANN NV
(formerly NV Koninklijke KNP BT)
By: /s/ Frans H.J. Koffrie
---------------------------------
Frans H.J. Koffrie
Member Executive Board
BUHRMANN INTERNATIONAL B.V.
(formerly KNP BT International B.V.)
By: /s/ Frans H.J. Koffrie
---------------------------------
Frans H.J. Koffrie
Director
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By: /s/ Richard C. Dubin
---------------------------------
Richard C. Dubin
Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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(b)(1) Opinion, dated June 2, 1998, of BT Wolfensohn (included as
Annex II to the Proxy Statement filed as Exhibit (d)(1)
hereto).
(b)(2) Presentation of BT Wolfensohn to the Board of Directors of BT
Office Products International, Inc., dated May 29, 1998.*
(c)(1) Agreement and Plan of Merger dated as of June 2, 1998 among BT
Office Products International, Inc., NV Koninklijke KNP BT,
KNP BT International, B.V. and BT OPI Acquisition Corp.
(included as Annex I to the Proxy Statement filed as Exhibit
(d)(1) hereto).
(c)(2) Exchange Agreement between NV Koninklijke KNP BT and BT Office
Products International, Inc. dated as of June 30, 1995,
incorporated by reference to Exhibit 2.1 to Amendment No. 2 to
the Issuer's Registration Statement on Form S-1 (File No.
33-92124) as filed with the Securities and Exchange Commission
on July 7, 1995.
(c)(3) Registration Rights Agreement dated as of June 15, 1995 by and
among NV Koninklijke KNP BT, Buhrmann-Tetterode International
B.V., and BT Office Products International, Inc., incorporated
by reference to Exhibit 10.2 to Amendment No. 1 to the
Issuer's Registration Statement on Form S-1 (File No.
33-92124) as filed with the Securities and Exchange Commission
on June 22, 1995.
(c)(4) Underwriting Agreement, incorporated by reference to Exhibit
1.1 to Amendment No. 2 to the Issuer's Registration Statement
on Form S-1 (File No. 33-92124) as filed with the Securities
and Exchange Commission on July 7, 1995.
(d)(1) Letter to Stockholders, Notice of Special Meeting of
Stockholders, Proxy Statement, with Annexes for Special
Meeting.**
(e) Section 262 of the Delaware General Corporation Law (included
as Annex III to the Proxy Statement filed as Exhibit (d)(1)
hereto).
(g) Pages 37 through 58 of the BT Office Products International,
Inc. Annual Report on Form 10-K for the year ended December
31, 1997.*
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* Filed June 19, 1998.
** Filed September 3, 1998.
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