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): October 3, 1996
BT OFFICE PRODUCTS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13858 13-3245865
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2150 E. Lake Cook Road, Buffalo Grove, Illinois 60089-1877
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 793-7500
Exhibit Index on Page 5
Item 2. Acquisition or Disposition of Assets.
On October 3, 1996, BT Office Products Deutschland GmbH + Co.,
KG (the "Purchaser"), a German company and an indirect wholly owned subsidiary
of BT Office Products International, Inc., a Delaware corporation (the
"Registrant"), acquired from KNP BT Beteiligungen Deutschland GmbH (the
"Seller") all of the share capital of bax Burosysteme Vertriebsgesellschaft mbH
("Bax") pursuant to the terms of a Purchase Agreement (the "Purchase Agreement")
dated September 25, 1996 between the Purchaser and the Seller. Bax is a
distributor in Germany of office equipment, including copiers and facsimiles,
and related supplies with total sales of approximately $14 million for the
fiscal year ended December 31, 1995. The Seller is a German company and an
indirect wholly-owned subsidiary of NV Koninklijke KNP BT ("KNP BT"), a
Netherlands company that is also the holder of approximately 70% of the issued
and outstanding shares of the common stock of the Registrant. Frank J. de Wit,
Rob W.J.M. Bonnier and Frans H.J. Koffrie are directors of the Seller and the
Registrant.
The purchase price for such transaction was approximately $10
million in cash. The purchase price was based on an independent valuation of Bax
and a review of other offers from outside third parties.
The assets of Bax that were acquired, including, without
limitation, inventory and equipment, have been used by Bax 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
borrowings under the Registrant's $200 million Credit Agreement dated as of June
15, 1995 with KNP BT Antilliana, N.V. ("Antilliana"), as modified by an
Assignment and Modification Agreement dated as of June 26, 1996 by and among the
Registrant, Antilliana and KNP BT Finance (USA), Inc., which borrowings the
Registrant expects to convert to loans 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 Exhibit 2 filed herewith and incorporated herein
by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Financial Statements of Businesses
Acquired and Pro Forma Financial
Information
It is impracticable at this time to provide financial
statements and pro forma financial information required to be filed pursuant to
Item 7 of Form 8-K. Such financial statements and pro forma financial
information will be filed as soon as practicable but not later than 60 days from
the date hereof.
(c) Exhibits
(1) Purchase Agreement dated September 25, 1996 between KNP BT
Beteiligungen Deutschland GmbH as Seller, and BT Office Products Deutschland
GmbH + Co., KG as Purchaser.
In accordance with Item 601(b)(2) of Regulation S-K, the
schedules and exhibits referenced in the Purchase Agreement have not been filed
as part of the exhibit to this Form 8-K. The Registrant agrees to furnish
supplementally a copy of the omitted schedules and exhibits to the Commission
upon request.
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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.
By: /s/ John J. McKiernan
___________________________
John J. McKiernan
Vice President-Finance and
Administration, Chief
Financial Officer and
Secretary
DATE: October 17, 1996
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INDEX TO EXHIBITS
Exhibit No. Description
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2 Purchase Agreement
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