SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(RULE 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF
1934 AND RULE 13e-3 THEREUNDER
(AMENDMENT NO. ___)

BCT International, Inc.

---------------------------------
(Name of the Issuer)

BCT International, Inc.
Phoenix Group of Florida, Inc.
Phoenix Acquisition Corp.
William A. Wilkerson

---------------------------------
(Name of Person (s) Filing Statement)

BCT International, Inc.
common stock, par value $0.04 per share

---------------------------------
(Title of Class of Securities)

055-355-101

---------------------------------
(CUSIP Number of Class of Securities)

BCT International, Inc. Phoenix Group of Florida, Inc.
3000 Northeast 30th Place 3000 Northeast 30th Place
5th Floor 5th Floor
Fort Lauderdale, Florida 33306 Fort Lauderdale, Florida 33306

Phoenix Acquisition Corp. William A. Wilkerson
3000 Northeast 30th Place 3000 Northeast 30th Place
5th Floor 5th Floor
Fort Lauderdale, Florida 33306 Fort Lauderdale, Florida 33306

(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement) with copies to:

Robert Macaulay Dennis J. Olle Joseph Greenberg
Mitrani, Rynor, Adamsky Adorno & Zeder, P.A. Gardner, Carton & Douglas
& Macaulay, P.A. 2601 S. Bayshore Drive Suite 3300
2200 SunTrust International Center Suite 1600 Quaker Tower
One Southeast Third Avenue Miami, Florida 33133 321 N. Clark St.
Miami, Florida 33131 Chicago, Illinois 60610

This statement is filed in connection with (check the appropriate box):

a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.

b. [_] The filing of a registration statement under the Securities Act of
1933.

c. [_] A tender offer.

d. [_] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [_]

CALCULATION OF FILING FEE
-------------------------
Transaction Valuation* Amount of Filing Fee**
$2,669,830.66 $533.97
- ---------------------------------------------

* The transaction valuation was based upon the product of 2,362,682 shares of
common stock and the merger consideration of $1.13 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, equals 1/50 of 1% of the transaction
valuation.

[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $533.97 Filing Party: BCT International, Inc.

Form or Registration No.: Schedule 14A Date Filed: December 14, 2001

SECTION 13E-3 TRANSACTION STATEMENT
INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by: (1) BCT International, Inc., a Delaware corporation
("BCTI"), the issuer of the equity securities that are the subject of the Rule
13e-3 transaction described herein, (2) Phoenix Group of Florida, Inc., a Nevada
corporation ("Phoenix"), (3) Phoenix Acquisition Corp., a Delaware corporation
(the "Merger Sub"), a wholly-owned subsidiary of Phoenix, formed solely for the
purpose of effecting the Rule 13e-3 transaction described herein and (4) William
A. Wilkerson, an individual ("Wilkerson"), who is 100% owner of Phoenix and a
senior executive officer and director of BCTI, Phoenix and the Merger Sub. BCTI,
Phoenix, the Merger Sub and Wilkerson are referred to individually, as a "Filing
Person" and collectively, as the "Filing Persons." Phoenix, Wilkerson and any
other person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, Phoenix, Wilkerson
is referred to as the "Acquisition Group".

Pursuant to an Agreement and Plan of Merger dated as of November 26,
2001 (the "Merger Agreement"), by and among Phoenix, the Merger Sub and BCTI,
the Merger Sub will merge into BCTI (the "Merger"). As a result of the Merger,
each outstanding share of BCTI common stock, par value $0.04 per share (the
"Common Stock"), will be cancelled and converted into the right to receive $1.13
in cash, other than any outstanding share of Common Stock that is held by
stockholders who perfect their appraisal rights under Delaware law or any
outstanding share of Common Stock beneficially owned by a Filing Person or the
Acquisition Group. After the Merger, BCTI will be a privately held corporation,
100% of which will be beneficially owned by the Acquisition Group.

Concurrently with the filing of this Schedule 13E-3, BCTI is filing a
preliminary proxy statement (the "Proxy Statement") pursuant to Section 14A of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant
to which the BCTI board of directors is soliciting proxies from holders of
outstanding shares of Common Stock in connection with the Merger. The cross
reference sheet below is being supplied pursuant to General Instruction F to
Schedule 13E-3 and shows the location in the Proxy Statement of the information
required to be included in response to the Items of this Schedule 13E-3. The
information set forth in the Proxy Statement including all appendices thereto,
is hereby incorporated herein by reference and the responses to each Item in
this Schedule 13E-3 are qualified in their entirety by the information contained
in the Proxy Statement and the appendices thereto.

ITEM 1. SUMMARY TERM SHEET.
REGULATION M-A ITEM 1001

The information set forth in the Proxy Statement under the captions "Summary
Term Sheet" and "Questions and Answers about the Merger" is incorporated herein
by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.
REGULATION M-A ITEM 1002

(a) The information set forth in the Proxy Statement under the caption
"Summary Term Sheet - The Parties to the Merger" is incorporated herein
by reference.

(b) The information set forth in the Proxy Statement under the captions
"Summary Term Sheet - The Special Meeting Date, Time and Place", "Special
Meeting" and "Special Meeting - Voting Rights; Vote Required for Adoption
and Approval" is incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the caption
"Comparative Market Price Data" is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the caption
"Dividend Policy" is incorporated herein by reference.

(e)-(f) The information set forth in the Proxy Statement under the captions
"Special Factors - Background of the Merger" and "Prior Stock
Purchases" is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
REGULATION M-A ITEM 1003

(a)-(c) The information set forth in the Proxy Statement under the captions
"Summary Term Sheet - The Parties to the Merger" and "Conflicts of
Interest" is incorporated herein by reference.

During the past five years, none of BCTI, Phoenix, the Merger Sub or
William A. Wilkerson has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding violations with respect to such laws.

Directors and Executive Officers of BCTI. Set forth in the table below
are the name, address and the present principal occupation or employment of any
corporation or other organization in which such occupation or employment is
conducted, and the five year employment history of each of the directors and
executive officers of BCTI. Each person identified below is a United States
citizen. Unless indicated otherwise, each person's principal address and
telephone number are 3000 N.E. 30th Place, 5th Floor, Fort Lauderdale, Florida
33306 and 954-563-1224.

Name Present Principal Occupation or Employment and
Name Material Positions Held During the Past
Five Years

William A. Wilkerson William Wilkerson has been Chairman of the
Board and a Director of BCTI since January
1986. He was Chief Executive Officer of BCTI
from May 1988 until October 1997. He was
President and Chief Executive Officer of
Business Cards Tomorrow, Inc. (a Florida
corporation) from January 1978 to January 1982
and Chairman from January 1982 to January 1986.
In February 2001, he was appointed Chief
Executive Officer, and in May 2001 was
appointed President as well.

Michael R. Hull Michael R. Hull joined BCTI in May 1996 and
became Vice President/Chief Financial Officer
and Treasurer beginning May 31, 1996. Mr. Hull
is a certified public accountant, a member of
the Florida Institute of Certified Public
Accountants and the American Institute of
Certified Public Accountants and had previously
worked in public accounting since 1985. Prior
to joining BCTI, Mr. Hull served as an audit
senior manager with the accounting firm of
Price Waterhouse LLP for three years.

John N. Galardi John N. Galardi was formerly a Director of BCTI
from August 1990 to November 1995. He joined
the Board again in November 2000. He has been a
franchisor for more than 30 years and is the
Chairman of the Board of Galardi Group, Inc., a
restaurant holding company based in Newport
Beach, California, which operates 350 fast food
restaurants. In addition, Mr. Galardi is an
investor in several other private businesses.

Jeffrey Hewson Jeffrey Hewson has over 30 years experience in
the manufacture and distribution of office and
computer supplies. In 1989 Mr. Hewson became
President and Director of United Stationers
Inc., a leading wholesale distributor of office
and computer-related products. He retired as
President of United Stationers at the end of
1995, but stayed on the United Stationers Board
of Directors until November 1997. Mr. Hewson
was also the master license franchisee for BCT
Canada, which he

successfully developed to nine franchised
plants which were sold back to the Company in
1989. Mr. Hewson is currently on the Board of
Directors of Ampad, Inc., Dallas, Texas and he
is Chairman of the Board for the Kingfield
Heath Company, a leading wholesale distributor
of office and computer supplies in the United
Kingdom.

Henry A. Johnson Henry A. Johnson, founder of BCT, has been a
Director of BCTI since January 1986. Mr.
Johnson was appointed Senior Vice President of
BCTI effective March 1, 2001. From January 1986
until October 1988, he was Senior Vice
President/Operations of BCTI. In February 1989,
he accepted the additional responsibilities of
Executive Vice President of BCT. Previously, he
was Senior Vice President/Operations for
Business Cards Tomorrow, Inc. (a Florida
corporation), from January 1978. In March 1990,
he retired from his position with BCT. Since
March 1991, Mr. Johnson has owned and his
family has operated a private printing
business, Colorful Copies, located in Las
Vegas, Nevada.

Phillip Pisciotta Phillip Pisciotta joined the BCTI Board of
Directors in June of 2001. He brings experience
in the areas of franchising facilities
management, manufacturing, construction, and
development. Since 1986 he has been the CEO and
Chairman of The Cove Group, Denver, Colorado,
as well as a major stockholder of that company.
He is a member of the board of directors of The
Galardi Group.

To the knowledge of BCTI, during the past five years, none of the
foregoing directors or executive officers have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or have been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violations with respect to such laws.

Directors and Executive Officers of Phoenix. Set forth in the table
below are the name, address and the present principal occupation or employment
of any corporation or other organization in which such occupation or employment
is conducted, and the five year employment history of each of the directors and
executive officers of Phoenix. Each person identified below is a United States
citizen. Unless indicated otherwise, each person's address is 3000 N.E. 30th
Place, 5th Floor, Fort Lauderdale, Florida 33306.

Name Present Principal Occupation or Employment and
Material Positions Held During the Past Five
Years

William A. Wilkerson See description under "BCTI."

To the knowledge of Phoenix and BCTI, during the past five years, none
of the foregoing directors or executive officers have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
have been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding violations with respect to such laws.

Directors and Executive Officers of Phoenix Acquisition Corp. Set forth
in the table below are the name, address and the present principal occupations
or employment of any corporation or other organization in which such occupation
or employment is conducted, and the five year employment history of each of the
directors and executive officers of the Merger Sub. Each person identified below
is a United States citizen. Phoenix principally employs each director and
executive officer and, unless otherwise indicated, each person's business
address is 3000 N.E. 30th Place, Fort Lauderdale, Florida 33306.

Name Present Principal Occupation or Employment and Material
Positions Held During the Past Five Years

William A. Wilkerson Chairman of the Board of Directors and Chief Executive
Officer, see description under "BCTI."

To the knowledge of Phoenix and Phoenix Acquisition Corp., during the
past five years, none of the foregoing directors or executive officers have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding violations
with respect to such laws.

ITEM 4. TERMS OF THE TRANSACTION.
REGULATION M-A ITEM 1004

(a)(1) Not applicable.

(a)(2)(I) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger" and "Summary
Term Sheet" is incorporated herein by reference.

(a)(2)(ii) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Consideration to be Offered to Our Stockholders",
"The Merger - Payment of Merger Consideration and Surrender of
Stock Certificates" and "The Merger Agreement - Consideration
to be Offered to Our Stockholders" is incorporated herein by
reference.

(a)(2)(iii) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Purpose and Structure of the Merger", "Special
Factors - Background of the Merger", "Special Factors -
Opinion of Capitalink", "Special Factors - Reasons for the
Recommendations of the Special Committee and Our Board of
Directors", "Special Factors - BCTI's Position as to the
Fairness of the Merger", "Special Factors - The Acquisition
Group's Position as to the Fairness of the Merger" and
"Special Factors - Purpose and Structure of the Merger" is
incorporated herein by reference.

(a)(2)(iv) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger" and "Special
Meeting - Voting Rights; Vote Required for Adoption and
Approval" is incorporated herein by reference.

(a)(2)(v) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - The Special Meeting Date, Time and Place",
"Special Meeting - Proposal to be Considered at the Special
Meeting", "Special Factors - Purpose and Structure of the
Merger", "Special Factors - Certain Effects of the Merger" and
"The Merger - Payment of Merger Consideration and Surrender of
Stock Certificates" is incorporated herein by reference.

(a)(2)(vi) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Accounting Treatment" and "The
Merger - Accounting Treatment" is incorporated herein by
reference.

(a)(2)(vii) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Material U.S. Federal Income Tax Consequences to
Our Stockholders" and "Special Factors - Material U.S. Federal
Income Tax Consequences of the Merger to Our Stockholders" is
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Special
Meeting - Proposal to be Considered at the Special Meeting",
"Special Factors - Purpose and Structure of the Merger",
"Special Factors - Certain Effects of the Merger" and "The
Merger - Payment of Merger Consideration and Surrender of
Stock Certificates" is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Appraisal Rights", "Special Meeting - Appraisal
Rights" and "The Merger - Appraisal Rights" is incorporated
herein by reference.

(e) None.

(f) Not applicable.

ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS REGULATION M-A
ITEM 1005

(a)(1) The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger" and
"Conflicts of Interest - Certain Relationships between BCTI
and the Acquisition Group" is incorporated herein by
reference.

(a)(2) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Conflicts of Interest" and
"Conflicts of Interest - Directors, Officers and Controlling
Persons" is incorporated herein by reference.

(b)-(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Conflicts of Interest",
"Special Factors - Background of the Merger" and "Conflicts of
Interest - Other Conflicts - Employment Arrangements and
Compensation Plans" is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Conflicts of Interest",
"Special Meeting - Voting Rights; Vote Required for Adoption
and Approval", "Special Factors - Background of the Merger"
and "Conflicts of Interest - Certain Relationships between
BCTI and the Acquisition Group" is incorporated herein by
reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
REGULATION M-A ITEM 1006

(b) The information set forth in the Proxy Statement under the
captions "Special Meeting", "Special Factors - Purpose and
Structure of the Merger", "Special Factors - Certain Effects
of the Merger" and "The Merger Agreement - Consideration to be
Offered to Our Stockholders" is incorporated herein by
reference.

(c)(1)-(8) The information set forth in the Proxy Statement under the
caption "Special Factors - Certain Effects of the Merger" is
incorporated herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
REGULATION M-A ITEM 1013

(a) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Purpose and Structure of the
Merger", "Special Factors - Background of the Merger",
"Special Factors - Reasons for the Recommendations of the
Special Committee and Our Board of Directors", "Special
Factors - BCTI's Position as to the Fairness of the Merger",
"Special Factors - The Acquisition Group's Position as to the
Fairness of the Merger" and "Special Factors - Purpose and
Structure of the Merger", is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger",
"Special Factors - Opinion of Capitalink as to the Fairness of
the Merger", "Special Factors - Reasons for the
Recommendations of the Special Committee and Our Board
Directors", "Special Factors - BCTI's Position as to the
Fairness of the Merger", "Special Factors - The Acquisition
Group's Position as to the Fairness of the Merger" and
"Special Factors - Purpose and Structure of the Merger" is
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Recommendations of the Special
Committee and Our Board Directors", "Summary Term Sheet -
Opinion of Capitalink", "Special Factors - Background of the
Merger", "Special Factors - Reasons for the Recommendations of
the Special Committee and Our Board of Directors", "Special
Factors - The Acquisition Group's Position as to Fairness of
the Merger" and "Special Factors - Purpose and Structure of
the Merger" is incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Purpose and Structure of the Merger", "Summary
Term Sheet - Opinion of Capitalink", "Summary Term Sheet -
Material U.S. Federal Income Tax Consequences to Our
Stockholders", "Special Factors - Background of the Merger",
"Special Factors - Opinion of Capitalink", "Special Factors -
Reasons for the Recommendation of the Special Committee and
Our Board of Directors", "Special Factors - Purpose and
Structure of the Merger", "Special Factors - Certain Effects
of the Merger", "Special Factors - Material U.S. Federal
Income Tax Consequences of the Merger to Our Stockholders" and
"The Merger" is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.
REGULATION M-A ITEM 1014

(a)-(b) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Purpose and Structure of the Merger", "Summary
Term Sheet - Recommendations of the Special Committee and Our
Board of Directors", "Summary Term Sheet - BCTI's Position as
to the Fairness of the Merger", "Summary Term Sheet - The
Acquisition Group's Position as to the Fairness of the
Merger", "Special Factors - Background of the Merger",
"Special Factors - Opinion of Capitalink", "Special Factors -
Reasons for the Recommendation of the Special Committee and
Our Board of Directors", "Special Factors - BCTI's Position as
to the Fairness of the Merger" and "Special Factors - The
Acquisition Group's Position as to Fairness of the Merger" is
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - The Special Meeting Date, Time and Place",
"Special Meeting - Voting Rights; Vote Required for Adoption
and Approval" and "The Merger Agreement" is incorporated
herein by reference.

(d) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the

Merger", "Summary Term Sheet - Recommendations of the Special
Committee and Our Board of Directors", "Summary Term Sheet -
The Acquisition Group's Position as to the Fairness of the
Merger", "Special Factors - Background of the Merger",
"Special Factors - Reasons for the Recommendation of the
Special Committee and Our Board of Directors" and "Special
Factors - The Acquisition Group's Position as to the Fairness
of the Merger" is incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Recommendations of the Special Committee and Our
Board of Directors", "Special Factors - Background of the
Merger", "Special Factors - Reasons for the Recommendations of
the Special Committee and Our Board of Directors", "Special
Factors - BCTI's Position as to Fairness of the Merger" and
"Special Factors - The Acquisition Group's Position as to the
Fairness of Merger" is incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
REGULATION M-A ITEM 1015

(a)-(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Opinion of Capitalink",
"Special Factors - Background of the Merger", "Special Factors
- Opinion of Capitalink", "Special Factors - Reasons for
Recommendations to the Special Committee and Our Board of
Directors", "Special Factors - BCTI's Position as to the
Fairness of the Merger", "Special Factors - The Acquisition
Group's Position as to Fairness of the Merger" and "The Merger
- Financing of the Merger; Fees and Expenses of the Merger",
is incorporated herein by reference. The written Opinion of
the Capitalink, dated November 20, 2001, is attached to the
Proxy Statement as Appendix B.

ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
REGULATION M-A ITEM 1007

(a)-(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Financing of the Merger" and
"The Merger - Financing of the Merger; Fees and Expenses of
the Merger" is incorporated herein by reference.

ITEM 11. INTEREST IN THE SUBJECT COMPANY SECURITIES.
REGULATION M-A ITEM 1008

(a) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - Other Filing Persons", "Special Meeting - Voting
Rights; Vote Required for Adoption and Approval", "Special
Factors - Background of the Merger", "Conflicts of Interest"
and "Other Matters - Security Ownership of Certain Beneficial
Owners and Management" is incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the
caption "Other Matters - Prior Stock Purchases" is
incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.
REGULATION M-A ITEM 1012

(d) The information set forth in the Proxy Statement under the
captions "Special Meeting - Voting Rights; Vote Required for
Adoption and Approval" and "Special Factors - The Acquisition
Group's Position as to the Fairness of the Merger" is
incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Recommendations of the Special
Committee and Our Board of Directors", "Summary Term Sheet -
Opinion of Capitalink", "Special Factors - Background of the
Merger", "Special Factors - Reasons for the Recommendations of
the Special Committee and Our Board of Directors", "Special
Factors - BCTI's Position as to the Fairness of the Merger"
and "Special Factors - The Acquisition Group's Position as to
the Fairness of the Merger" is incorporated herein by
reference.

ITEM 13. FINANCIAL STATEMENTS.
REGULATION M-A ITEM 1010

(a) The information set forth in the Proxy Statement under the
captions "Comparative Market Price Data", "Selected Financial
Information" and "Financial Statements of BCTI" is
incorporated herein by reference.

(b) Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
REGULATION M-A ITEM 1009

(a)-(b) The information set forth in the Proxy Statement under the
captions "Questions and Answers about the Merger", "Summary
Term Sheet - The Special Meeting Date, Time and Place",
"Special Meeting - Voting Rights; Vote Required for Adoption
and Approval", "Special Meeting - Solicitation of Proxies",
"Special Factors - The Acquisition Group's Position as to the
Fairness of the Merger", "The Merger - Financing of the
Merger; Fees and Expenses of the Merger" and "Appendix B -
Opinion of Capitalink" is incorporated herein by reference.

ITEM 15. OTHER MATERIAL INFORMATION.
REGULATION M-A ITEM 1011

(b) The information set forth in the Proxy Statement and
appendices thereto is incorporated herein by reference.

ITEM 16. EXHIBITS.
REGULATION M-A ITEM 1016

(a) Preliminary Proxy Statement of BCT International, Inc., dated
December ____, 2001 is incorporated herein by reference.

(b) Not applicable.

(c)(1) Report of Capitalink, L.C., dated November 20, 2001.

(c)(2) Opinion of Capitalink, L.C., dated November 20, 2001, included
as Appendix B to the Proxy Statement and incorporated herein
by reference.

(d) Agreement and Plan of Merger, dated as of November 26, 2001,
by and among Phoenix Group of Florida Group, Inc., Phoenix
Acquisition Corp. and BCT International, Inc., included as
Appendix A to the Proxy Statement and incorporated herein by
reference.

(f) Section 262 of the Delaware General Corporation Law, included
as Appendix C to the Proxy Statement and incorporated herein
by reference.

(g) Not applicable.

SIGNATURE

After due inquiry and to the best of their knowledge and belief, each
of the undersigned does certify that the information set forth in this statement
is true, complete and correct.

BCT INTERNATIONAL, INC.

By: /s/ William A. Wilkerson
Name: William A. Wilkerson
Title: Chief Executive Officer

PHOENIX GROUP OF FLORIDA, INC.

By: /s/ William A. Wilkerson
Name: William A. Wilkerson
Title: President

PHOENIX ACQUISITION CORP.

By: /s/ William A. Wilkerson
Name: William A. Wilkerson
Title: President

Dated: December 14, 2001