UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
January 22, 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: [ ]
<PAGE>
SCHEDULE 13D
- --------------------------------- -------------------------
CUSIP NO. 055816 10 2 Page 2 of 15 Pages
- --------------------------------- -------------------------
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NV Koninklijke KNP BT ("KNP BT")
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 16,988,400 shares
EACH REPORTING PERSON
WITH -----------------------------------------------------
8. SHARED VOTING POWER
6,411,600 shares
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
16,988,400 shares
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,411,600 shares
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
KNP BT: 23,400,000 shares
KNP BT International B.V. ("KNP BT International"): 6,411,600 shares
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
KNP BT: 70.1%
KNP BT International: 19.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------- -------------------------
CUSIP NO. 055816 10 2 Page 3 of 15 Pages
- --------------------------------- -------------------------
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KNP BT 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY None
EACH REPORTING PERSON
WITH -----------------------------------------------------
8. SHARED VOTING POWER
None
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,411,600 shares
- -------------------------------------------------------------------------------
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
KNP BT International: 6,411,600 shares
KNP BT: 23,400,000 shares
- -------------------------------------------------------------------------------
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
KNP BT International: 19.2%
KNP BT: 70.1%
- -------------------------------------------------------------------------------
14.TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
<PAGE>
11 This Amendment No. 1 amends and restates the Schedule 13D filed by NV
Koninklijke KNP BT on July 27, 1997.
Item 1. Security and Issuer
This statement relates to the common stock, $.01 par value per
share ("Common Stock"), of BT Office Products International,
Inc. (the "Issuer"). The executive offices of the Issuer are
located at 2150 East Lake Cook Road, Buffalo Grove, IL 60089.
Item 2. Identity and Background
The person filing this statement is NV Koninklijke KNP BT
("KNP BT") and KNP BT International B.V. ("KNP BT
International"), both of which companies are organized under
the laws of The Netherlands. KNP BT is principally engaged in
the distribution and sale of paper, the sale of graphic and
information systems, the manufacture of packaging products,
and the distribution of office products. KNP BT International
is a holding company and wholly-owned subsidiary of KNP BT.
The address for both companies is Museumplein 9, 1071 DJ
Amsterdam, P.O. Box 87654, 1080 JS Amsterdam, The Netherlands.
During the last five years, neither KNP BT nor KNP BT
International has (A) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B)
been 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 future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Members of the Supervisory Board of KNP BT:
1.
(a) F.C. Rauwenhoff
(b) Mr. Rauwenhoff's business address is c/o KNP BT at
Museumplein 9, 1071 DJ Amsterdam,
P.O. Box 87654, 1080 JS Amsterdam, The Netherlands.
(c) Mr. Rauwenhoff, the former Chairman of the Board of
Nederlandse Philips Bedrijven, is retired. He is the
current Chairman of the Supervisory Board of KNP BT.
See Item 2 above for a description of the principal
business of KNP BT.
(d) During the last five years Mr. Rauwenhoff has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
<PAGE>
(e) During the last five years, Mr. Rauwenhoff has not
been 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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. Rauwenhoff is a citizen of The Netherlands.
2. (a) A. Maas
(b) Mr. Maas's business address is c/o KNP BT at
Museumplein 9, 1071 DJ Amsterdam, P.O.
Box 87654, 1080 JS Amsterdam, The Netherlands.
(c) Mr. Maas is the Chairman of the Board of Managing
Directors of NV Koninklijke Bijenkorf Beheer KBB.
Mr. Maas is the current Vice Chairman of the
Supervisory Board of KNP BT.
(d) During the last five years Mr. Maas has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Maas has not been
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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. Maas is a citizen of The Netherlands.
3. (a) J.A. Fentener van Vlissingen
(b) Mr. Fentener van Vlissingen's residential address is
Avila Beach Condominiums, Penstraat 130, Willemstad,
Curacao, The Netherlands (West Indies).
(c) Mr. Fentener van Vlissingen is a business consultant
and advisor to a number of companies. His address is
Avila Beach Condominiums, Penstraat 130, Willemstad,
Curacao, The Netherlands (West Indies).
(d) During the last five years Mr. Fentener van
Vlissingen has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
(e) During the last five years, Mr. Fentener van
Vlissingen has not been 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 future violations of, or prohibiting or
mandating activities, subject to, federal or state
securities or finding any violation with respect to
such laws.
(f) Mr. Fentener van Vlissingen is a citizen of The
Netherlands.
4. (a) P.C. van den Hoek
(b) Mr. van den Hoek's business address is Strawinskylaan
2001, P.O. Box 75640, 1070 AP Amsterdam, The
Netherlands.
(c) Mr. van den Hoek is an attorney at the law firm
Stibbe Simont Monahan Duhot. Stibbe Simont Monahan
Duhot is principally engaged in providing legal
services to its clients. The address for Stibbe
Simont Monahan Duhot is Strawinskylaan 2001, P.O. Box
75640, 1070 AP Amsterdam, The Netherlands.
(d) During the last five years Mr. van den Hoek has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. van den Hoek has not
been 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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. van den Hoek is a citizen of The Netherlands.
5. (a) R.F.W. van Oordt
(b) Mr. van Oordt's business address is c/o KNP BT at
Museumplein 9, 1071 DJ Amsterdam,
P.O. Box 87654, 1080 JS Amsterdam, The Netherlands.
(c) Mr. van Oordt, the former Chairman of the Executive
Board of KNP BT, is retired. See Item 2 above for a
description of the principal business of KNP BT.
<PAGE>
(d) During the last five years Mr. van Oordt has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. van Oordt has not
been 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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. van Oordt is a citizen of The Netherlands.
6. (a) G. Schmidt-Chiari
(b) Mr. Schmidt-Chiari's business address is c/o KNP BT
at Museumplein 9, 1071 DJ Amsterdam, P.O. Box 87654,
1080 JS Amsterdam, The Netherlands.
(c) Mr. Schmidt-Chiari, the former Chairman of the
Managing Board of Creditanstalt-Bankverein, Vienna,
is retired. See Item 2 above for a description of
the principal business of KNP BT.
(d) During the last five years Mr. Schmidt-Chiari has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Schmidt-Chiari has
not been 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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. Schmidt-Chiari is a citizen of Austria.
Members of the Executive Boards of KNP BT and KNP BT
International:
1. (a) K. de Kluis
(b) Mr. de Kluis' business address is c/o KNP BT at
Museumplein 9, 1071 DJ Amsterdam, P.O.
Box 87654, 1080 JS Amsterdam, The Netherlands.
<PAGE>
(c) Mr. de Kluis is the Chairman of the Executive Board
of KNP BT. See Item 2 above for a description of the
principal business of KNP BT. The address for KNP
BT is Museumplein 9, 1071 DJ Amsterdam, P.O. Box
87654, 1080 JS Amsterdam, The Netherlands.
(d) During the past five years, Mr. de Kluis has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. de Kluis has not been
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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. de Kluis is a citizen of The Netherlands.
2. (a) F.H.J. Koffrie
(b) Mr. Koffrie's business address is c/o KNP BT at
Museumplein 9, 1071 DJ Amsterdam, P.O.
Box 87654, 1080 JS Amsterdam, The Netherlands.
(c) Mr. Koffrie is a member of the Executive Board of KNP
BT. See Item 2 above for a description of the
principal business of KNP BT. The address for KNP BT
is Museumplein 9, 1071 DJ Amsterdam, P.O. Box 87654,
1080 JS Amsterdam, The Netherlands.
(d) During the last five years, Mr. Koffrie has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Koffrie has not been
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 future
violations of, or prohibiting or mandating
activities, subject to, federal or state securities
or finding any violation with respect to such laws.
(f) Mr. Koffrie is a citizen of The Netherlands.
Item 3. Source and Amount of Funds or Other Consideration
As described in Item 4 below, KNP BT has made a proposal to
acquire shares of the Issuer's Common Stock that are publicly
traded for a purchase price of $10.50 per share. KNP BT
expects to use internally generated funds to pay for the
transaction and expects that no external financing will be
required.
<PAGE>
KNP BT was issued 16,988,400 shares of Common Stock of the
Issuer pursuant to an Exchange Agreement between KNP BT and
the Issuer, dated as of June 30, 1995 in exchange for (i) the
transfer to the Issuer of KNP BT's capital stock and ownership
interest in Copygraphic Plc, Veenman Kantoormachines BV, BT
Office Products Europe BV, BT Office Products Europe CV
(collectively, the "European Businesses") and Kelly Paper
Company ("Kelly Paper"), and (ii) a capital contribution of
$118,000,000, less the sum of $6,094,000 representing
consideration for the sale by the Issuer of all of the issued
and outstanding common stock of each of Sengewald U.S.A.,
Inc., a Maryland corporation, and KNP BT USA Holdings, Inc., a
Delaware corporation, to KNP BT. The source of funds for the
capital contribution was the cancellation of indebtedness
owing to KNP BT which KNP BT had previously acquired from
certain of its affiliates.
On December 20, 1984, KNP International, a wholly-owned
subsidiary of KNP BT, purchased 100 shares of common stock of
the Issuer, par value then $10.00 per share, for $1,000. The
funds used for the purchase of these shares were internally
generated. Pursuant to a preliminary stock split effected on
June 29, 1995 and a subsequent stock split effected shortly
thereafter, KNP BT International currently beneficially owns
6,411,600 shares of Common Stock, par value $.01 per share, of
the Issuer.
Item 4. Purpose of Transactions
On January 22, 1998, KNP BT informed the Issuer that it is
prepared to make an offer to acquire the approximately 30% of
the Issuer's Common Stock that is publicly traded for a cash
purchase price of $10.50 per share. A press release announcing
such proposal was also released on January 22, 1998.
KNP BT acquired beneficial ownership of 16,988,400 shares of
the Issuer in connection with the transfer to the Issuer of
the European Businesses and Kelly Paper and the capital
contribution described in Item 3 above in contemplation of the
initial public offering of 10,000,000 shares of the Issuer's
Common Stock (the "Offering") pursuant to a Registration
Statement on Form S-1 (File No. 33-92124) filed with the
Securities and Exchange Commission. Following the Offering,
KNP BT beneficially owned approximately 70% of the outstanding
Common Stock of the Issuer and continues to have sufficient
voting power to elect the Issuer's Board of Directors, to
control the direction and policies of the Issuer, to control
the outcome of any matter requiring stockholder approval
(including mergers, consolidations and the sale of the assets
of the Issuer) and to prevent or cause a change of control of
the Issuer.
<PAGE>
On December 20, 1984, KNP BT International, a wholly-owned
subsidiary of KNP BT, purchased 100 shares of common stock of
the Issuer, par value then $10.00 per share, for $1,000. The
funds used for the purchase of these shares were internally
generated. Pursuant to a preliminary stock split effected on
June 29, 1995 and a subsequent stock split effected shortly
thereafter, KNP BT International currently beneficially owns
6,411,600 shares of Common Stock, par value $.01 per share, of
the Issuer.
Item 5. Interest in Securities of the Issuer
(a) The number of shares of Common Stock of the Issuer
outstanding is 33,400,000. As of the date of this
statement, KNP BT beneficially owns, both directly
and indirectly through KNP BT International, a
wholly-owned subsidiary of KNP BT, 23,400,000 shares
(approximately 70% of the outstanding shares) of the
Common Stock of the Issuer. Of the shares
beneficially owned by KNP BT, KNP BT owns 16,988,400
shares directly, and KNP BT International owns
6,411,600 shares directly.
To the best of KNP BT's and KNP BT International's
knowledge, Mr. de Kluis beneficially owns 8,700
shares of the Common Stock of the Issuer.
(b) KNP BT has sole power to vote and dispose of
16,988,400 shares of Common Stock of the Issuer and,
through KNP BT's 100% ownership of KNP BT
International, KNP BT shares with KNP BT
International the power to vote and direct the vote
of the 6,411,600 shares owned by KNP BT
International.
(c) During the past 60 days, there have been no
transactions in the Issuer's Common Stock which were
effected by KNP BT, KNP BT International or Mr. de
Kluis.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
KNP BT, by virtue of its 100% ownership of KNP BT
International, has the power to control KNP BT International.
KNP BT, Buhrmann-Tetterode International B.V. ("BTI BV" and
currently KNP BT International) and the Issuer have entered
into a certain Registration Rights Agreement which became
effective upon completion of the Offering (the "Registration
Rights Agreement"), pursuant to which each of KNP BT and BTI
BV on the terms and conditions described therein has the right
from time to time to have the Issuer register such
stockholder's shares of Common Stock of the Issuer under the
Securities Act of 1933, as amended.
<PAGE>
Item 7. Material to Be Filed as Exhibits
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 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.
The following exhibit is being filed herewith and is attached
hereto:
Exhibit D: BT Office Products International press release
dated January 22, 1998.
Exhibit E: KNP BT press release dated January 22, 1998.
Exhibit F: KNP BT press release for the U.S. market dated
January 22, 1998.
<PAGE>
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.
Date: January 29, 1998
NV KONINKLIJKE KNP BT
By: /s/ K. de Kluis By: /s/ F.H.J. Koffrie
---------------------------------- --------------------------
Name: K. de Kluis Name: F.H.J. Koffrie
Title: Chairman Executive Board Title: Member Executive Board
KNP BT INTERNATIONAL B.V.
By: /s/ K. de Kluis By: /s/ F.H.J. Koffrie
--------------------------------- --------------------------
Name: K. de Kluis Name: F.H.J. Koffrie
Title: Director Title: Director
<PAGE>
EXHIBIT D
BT OFFICE PRODUCTS INTERNATIONAL
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 Western 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 (KNT 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. Lorrance 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.
<PAGE>
Exhibit E
KNP BT
PRESS RELEASE
KNP BT TO MAKE A BID ON LISTED BT OFFICE PRODUCTS INTERNATIONAL SHARES
Trading and packaging group NV Koninklijke KNP BT plans to make a bid of USD
10.50 for shares held by third parties (approximately 30%) of its subsidiary BT
Office Products International, Inc., which is listed on the New York Stock
Exchange. KNP BT already owns the other 70% of BT Office Products.
The acquisition of this minority interest is consistent with various strategic
scenarios that are currently being studied by KNP BT. On 12 February 1998
further details of these scenarios will be provided.
Amsterdam, 22 January 1998
Executive Board
NV Koninklijke KNP BT
For more information please contact:
press: J.P.E. Barbas, telephone 31 (0) 20 574 74 70
analysts: F. van Westen, telephone 31 (0) 20 574 74 80
We also refer to the press release that has been drawn up for the American
market (enclosure).
<PAGE>
Exhibit F
KNP BT
PRESS RELEASE
FOR US MARKET
PROPOSAL TO ACQUIRE PUBLICLY HELD SHARES OF BT OFFICE PRODUCTS BY KNP BT
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 USD 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. Lorrance 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 well 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.
<PAGE>
