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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
BT OFFICE PRODUCTS INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK
$.01 par value
(Title of Class of Securities)
055816-10-2
(CUSIP Number)
Frode Jensen, III, Esq.
Winthrop, Stimson, Putnam & Roberts
695 East Main Street
Stamford, CT 06904-6760
(203) 965-8462
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 29, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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SCHEDULE 13D
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CUSIP NO. 055816 10 2 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BUHRMANN NV (FORMERLY NV KONINKLIJKE KNP BT)("BUHRMANN")
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
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7. SOLE VOTING POWER
726 SHARES
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 274 SHARES
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 726 SHARES
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
274 SHARES
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BUHRMANN: 1,000 SHARES
BUHRMANN INTERNATIONAL B.V. (FORMERLY KNP BT INTERNATIONAL
B.V.)("INTERNATIONAL): 274 SHARES
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
BUHRMANN: 100%
INTERNATIONAL: 27.4%
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14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 055816 10 2 Page 3 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BUHRMANN INTERNATIONAL B.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
7. SOLE VOTING POWER
NONE
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 274 SHARES
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING NONE
PERSON WITH
10. SHARED DISPOSITIVE POWER
274 SHARES
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
INTERNATIONAL: 274 SHARES
BUHRMANN: 1,000 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
INTERNATIONAL: 27.4%
BUHRMANN: 100%
14. TYPE OF REPORTING PERSON
HC
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This Amendment No. 3 to the Schedule 13D dated July 26, 1995, as amended
by Amendment No. 1 dated January 29, 1998 and Amendment No. 2 dated June 8,
1998, is filed by Buhrmann NV (formerly NV Koninklijke KNP BT) ("Buhrmann") and
Buhrmann International B.V. (formerly KNP BT International B.V.)
("International") and relates to the common stock, par value $.01 per share,
(the "Common Stock") of BT Office Products International, Inc. (the "Issuer").
This Amendment No. 3 is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by the
reporting persons and refers only to information which has materially changed
since the last Amendment.
Item 4. Purpose of Transactions
On September 29, 1998, at a special meeting of the stockholders
of the Issuer, the Agreement and Plan of Merger by and among the
Issuer, Buhrmann, International and BT OPI Acquisition Corp., a wholly
owned subsidiary of Buhrmann and International (the "Purchaser") was
approved and adopted by the affirmative vote of a majority of the
outstanding shares of Common Stock of the Issuer (including a majority
of the shares held by stockholders of the Issuer other than Buhrmann,
International and their affiliates). Immediately following the special
meeting of the stockholders of the Issuer, the Purchaser was merged
with and into the Issuer (the "Merger") with the Issuer as the
surviving corporation (the "Surviving Corporation"). As a result of
the Merger, the Purchaser has ceased to exist.
As a result of the Merger, each share of Common Stock (other than
shares held by Buhrmann, International or the Issuer or any wholly
owned subsidiary of the Issuer) outstanding immediately prior to the
Merger was converted into the right to receive $13.75 per share in
cash. Shares of Common Stock held by Buhrmann and International
immediately prior to the Merger were converted into shares of common
stock, par value $1.00 per share 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 held by Buhrmann and International.
The Common Stock will be deregistered under the Exchange Act and
delisted from the New York Stock Exchange.
Item 5. Interest in Securities of the Issuer
As a result of the Merger, the number of outstanding shares of
common stock of the Issuer is 1,000, all of which are owned
beneficially by Buhrmann, both directly and indirectly through
International. Buhrmann owns 726 shares directly and International
owns 274 shares directly.
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Buhrmann has sole power to vote and dispose of 726 shares of
common stock of the Issuer and, through Buhrmann's 100% ownership of
International, Buhrmann shares with International the power to vote
and direct the vote of the 274 shares owned by International.
Item 7. Material to Be Filed as Exhibits
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Pursuant to Rule 12b-32(a) of the Exchange Act, the following
exhibits are incorporated herein by reference to exhibits to the
Issuer's Registration Statement on Form S-1 previously filed with the
Securities and Exchange Commission, as described below:
Exhibit A: 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.
Exhibit B: 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.
Exhibit C: 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.
Exhibit D: Agreement and Plan of Merger, dated as of June 2, 1998,
among NV Koninklijke KNP BT, KNP BT International B.V., BT OPI
Acquisition Corp. and BT Office Products International, Inc.,
incorporated by reference to Exhibit 2.1 to the Issuer's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on June 8, 1998.
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Signature
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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.
Date: September 29, 1998
BUHRMANN NV
(formerly NV Koninklijke KNP BT)
By: /s/ F.H.J. Koffrie By: /s/ G. Dean
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Name: F.H.J. Koffrie Name: G. Dean
Title: Chairman Executive Board Title: Member Executive Board
BUHRMANN INTERNATIONAL B.V.
(formerly KNP BT International B.V.)
By: /s/ F.H.J. Koffrie By: /s/ H.G. Vreendenburgh
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Name: F.H.J. Koffrie Name: H.G. Vreendenburgh
Title: Director Title: Proxy Holder
