CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 15, 2001
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BCT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-10823 22-2358849
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
3000 N.E. 30/th/ Place, 5/th/ Floor
Fort Lauderdale, Florida 33306
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(Address of principal executive offices) (Zip Code)
(954) 563-1224
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(Registrant's telephone number including area code)
Item 5. Other Information
As recently reported in its Schedule 13D, Phoenix Group of Florida, Inc., a
Nevada corporation ("Phoenix") controlled by our Chairman and Chief Executive
Officer William A. Wilkerson ("Wilkerson"), has acquired 2,415,454 shares of our
common stock, and as a result owns 46.1% of our outstanding voting shares.
Phoenix borrowed certain funds pursuant to a $2,000,000 bank credit facility to
acquire some of the shares, as reported in the Schedule 13D disclosure.
As a condition of the borrowing, we agreed to provide a corporate guaranty,
including a pledge of substantially all of our assets. Mr. Wilkerson requested
that the Company provide this guaranty. We formed a Special Committee of the
Board of Directors consisting of Jeffrey Hewson and Phil Pisciotta to consider
this request. Acting on the Special Committee's recommendation, we entered into
an agreement with Phoenix and Wilkerson (the "Phoenix Agreement") to provide the
corporate guaranty on the conditions that:
1. The last year of Wilkerson's employment agreement with the Company was
eliminated, so that the agreement will now terminate on February 28,
2002.
2. Wilkerson and Phoenix, jointly and severally, agreed to (i) grant the
Company an assignable one-year option to repurchase all of the shares
of our common stock bought with the borrowed funds at the same price
paid by Phoenix and (ii) pay our expenses incurred in connection with
the transaction described below, unless (a) Wilkerson and/or Phoenix
make an offer (which may be contingent upon the receipt of financing)
on or before September 30, 2001, to purchase for cash all of our
shares which are held by all of our other shareholders, and providing
for a closing of that transaction on or before April 15, 2002 and (b)
such transaction closes on terms deemed "fair" to us and our
shareholders by the Special Committee.
3. Wilkerson and Phoenix, jointly and severally, agreed to immediately
reimburse us and our subsidiary (Business Cards Tomorrow, Inc.) for
all payments we (and our subsidiary) make pursuant to the corporate
guaranty described above. As collateral for their reimbursement
obligations, Wilkerson and Phoenix granted to the Company a first
priority security interest in any and all shares of our common stock
which Phoenix purchases with the borrowed funds and a subordinated
security interest in the 935,382 shares of our stock already owned by
Phoenix and pledged to the bank.
The foregoing is merely a summary of certain of the terms of the Phoenix
Agreement and does not purport to be a complete statement of the terms,
conditions or provisions of the Agreement. A copy of the Phoenix Agreement is
included as Exhibit 2.1 to this report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BCT INTERNATIONAL, INC.
August 31, 2001 By: /s/ Michael R. Hull
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Michael R. Hull, Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement among BCT International, Inc., Business Cards
Tomorrow, Inc., Phoenix Group of Florida, Inc., and William A.
Wilkerson dated as of August 9, 2001