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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
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
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