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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 22, 1998
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BT OFFICE PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 13-3245865
(State or Other (I.R.S. Employer Identification No.)
Jurisdiction of Incorporation)
Commission File Number 1-13858
2150 E. Lake Cook Road, Buffalo Grove, Illinois 60089-1877
(Address of Principal Executive Offices) (Zip Code)
(847) 793-7500
(Registrant's telephone number, including area code)
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ITEM 5. Other Events.
BT Office Products International, Inc. (the "Company") has been served
with several class action complaints that have been filed in the Court of
Chancery of the State of Delaware. The actions allege breach of certain
fiduciary duties and related claims against N.V. Koninklijke KNP BT ("KNP BT"),
the Company and certain of its directors in connection with KNP BT's
announcement that it was prepared to make an offer to acquire the approximately
30% of the Company's shares that it does not already own for a cash purchase
price of $10.50 per share.
The complaints generally seek, among other things, (i) an injunction to
prevent the defendants from taking steps to effect the proposed acquisition,
(ii) rescission of any such transaction that is consummated, and (iii) damages
on behalf of all of the minority shareholders as a class.
The defendants intend to defend the lawsuits vigorously. As previously
announced, the Company has formed a special committee of independent directors
to evaluate KNP BT's proposal, which committee has retained independent
financial and legal advisors to assist it in such evaluation.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 N.V. Koninklijke KNP BT and BT Office Products
International, Inc. joint press release dated
January 22, 1998
99.2 BT Office Products International, Inc. press
release dated February 18, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By: /s/ Francis J. Leonard
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Francis J. Leonard
Vice President - Finance and
Chief Financial Officer
DATE: February 26, 1998
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 N.V. Koninklijke KNP BT and BT Office Products International, Inc.
joint press release dated January 22, 1998
99.2 BT Office Products International, Inc. press release dated February
18, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts: For KNP BT For BT Office Products
Press: J.P.E. Barbas Jason Lynch
Tel. 31 (0) 20 574 74 70 Kekst and Company
Analysts: F. van Westen Tel. (212) 521-4800
Tel. 31 (0) 20 574 74 80
PROPOSAL TO ACQUIRE PUBLICLY
HELD SHARES OF BT OFFICE PRODUCTS BY KNP BT
AMSTERDAM, January 22, 1998 - NV Koninklijke KNP BT (KNP BT) announced
today that it has informed BT Office Products International, Inc. (NYSE: BTF)
that it is prepared to make an offer to acquire the approximately 30% of BT
Office Products' shares that are publicly-traded for a cash purchase price of
$10.50 per share. KNP BT currently holds the remaining 70% of BT Office
Products.
BT Office Products has advised KNP BT that it has formed an independent
committee of its Board of Directors to evaluate the proposal. The members of the
independent committee are Mr. Philip Beekman, who will act as chairman of the
committee, and Mr. Lorrence Kellar. The proposal is subject to the parties
entering into a definitive agreement which KNP BT anticipates will be completed
by the end of February. KNP BT expects to use internally generated funds to pay
for the transaction and expects that no external financing will be required.
Mr. Klaas de Kluis, Chairman of the Executive Board of KNP BT, stated
that KNP BT has no intention of selling its interest in BT Office Products.
KNP BT is an international trading and packaging group with net sales
of NLG 14 billion (USD 7 billion) and over 22,000 employees active in 30
countries.
BT Office Products International, Inc. is a leading full-service
distributor of office products, serving primarily medium- and large-sized
businesses and institutions in major markets in both the United States and
Europe. BT Office Products distributes over 10,000 general office products,
business furniture, computer supplies and accessories and promotional products,
including recycled and recyclable products and items manufactured by
minority-owned businesses.
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Exhibit 99.2
CONTACT: Jason Lynch
Fredric J. Spar
Kekst and Company
212-521-4800
FOR IMMEDIATE RELEASE
BT OFFICE PRODUCTS INTERNATIONAL'S INDEPENDENT COMMITTEE OF
DIRECTORS RETAINS FINANCIAL AND LEGAL ADVISORS
BUFFALO GROVE, IL, FEBRUARY 18, 1998 - BT Office Products International, Inc.
(NYSE: BTF) announced that the independent committee of its board of directors
has retained independent financial and legal advisors to assist the committee in
its consideration of the previously disclosed proposal by NV Koninklijke KNP BT,
the company's 70% stockholder, to acquire the 30% equity interest owned by
public stockholders. The committee, which consists of the two independent
members of the board, has retained BT Wolfensohn as its financial advisor and
Wachtell, Lipton, Rosen & Katz and Young, Conway, Stargatt & Taylor as its legal
advisors. BT Wolfensohn is a division of BT Alex Brown Incorporated and is not
related to BT Office Products.
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