EXHIBIT 99.1
THIS AMENDMENT NO. 1 TO INVESTMENT AGREEMENT, dated as of February 3,
1998 (this "Amendment"), amends the Investment Agreement, dated as of January
12, 1998 (the "Investment Agreement"), between CDR-PC Acquisition, L.L.C., a
Delaware limited liability company ("Purchaser"), and U.S. Office Products
Company, a Delaware corporation (the "Company").
1. Paragraph (a) of the fourth recital to the Investment Agreement
shall be restated in its entirety as set forth below:
(a) Purchaser wishes to purchase from the Company, and the Company
wishes to sell to Purchaser, shares of Common Stock and warrants having the
terms and conditions set forth in Exhibit 1 (the "Special Warrants")
entitling the holder thereof to purchase shares of Common Stock together
representing 24.9% of the shares of Common Stock as of the Closing Date (as
herein defined) that would be outstanding after giving effect to the
issuance of such shares (and assuming the conversion into Common Stock of
all of the Company's issued and outstanding 5 1/2% Convertible Subordinated
Notes Due 2001 issued pursuant to an Indenture, dated as of February 7,
1996, between the Company and State Street Bank and Trust Company (the
"2001 Notes") that are outstanding on the Closing Date, and after giving
effect to the issuance of any Contingent Stock (as defined herein)), and
warrants entitling the holder thereof to purchase one share of Common Stock
for each share and Special Warrant so purchased on the terms and subject to
the conditions set forth in Exhibit 2 (the "Warrants"), and
2. Section 1.01 of the Investment Agreement shall be restated in its
entirety as set forth below:
SECTION 1.01 Purchase and Sale of Shares, Special Warrants and
Warrants. Upon the terms and subject to the conditions set forth herein,
the Company agrees to sell to Purchaser and Purchaser agrees to purchase
from the Company for an aggregate purchase price of $270 million (the
"Purchase Price") (a) shares of Common Stock representing 24.9% of the
outstanding shares of Common Stock as of the Closing Date after giving
effect to the issuance of such shares (the "Shares"), (b) Special Warrants
representing the right to acquire a number of shares of Common Stock equal
to the difference between (i) 24.9% of the sum of (A) the outstanding
shares of Common Stock as of the Closing Date after giving effect to the
issuance of the Shares and the exercise of the Special Warrants, and
assuming the conversion into Common Stock of all the 2001 Notes outstanding
on the Closing Date at the conversion price resulting from adjustments made
as a result of the Tender Offer and the Distributions and (B) the number of
any shares of Contingent Stock that are issued, and (ii) 24.9% of the
outstanding shares of Common Stock as of the Closing Date after giving
effect to the issuance of the Shares and (c) Warrants to purchase one share
of Common
Stock for each Share so purchased and for each share into which the Special
Warrants become exercisable.
3. Section 12.02 of the Investment Agreement shall be amended by
inserting, immediately following the definition of "Company Stockholder
Approval", a new definition of "Contingent Stock", as set forth below:
"Contingent Stock" means Common Stock issued after the Closing Date
pursuant to (i) the Amendment to Stock Purchase Agreement, dated as of June
20, 1996, by and between the Company and Xxxx Xxxxxx or (ii) any security,
option, warrant, call, subscription, right, contract, commitment,
arrangement or understanding required to be disclosed on Schedule 3.01(d)
but not disclosed thereon.
4. Exhibit 1 to the Investment Agreement shall be restated in its
entirety as set forth below:
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TERMS OF SPECIAL WARRANTS
Exercise Price: $.01 per share.
Expiration Date: 12 years from date of issuance.
Exercisability: To the extent of 24.9% of the sum of (A) the number
of shares of Common Stock issued upon conversion of
the 2001 Notes, (B) the number of any shares of
Contingent Stock that are issued, and (C) the number
of shares of Common Stock issuable pursuant to this
Special Warrant in respect of shares described in
clauses (A) and (B) above; or after the second
anniversary of the issuance of this Special Warrant,
whichever is earlier.
Shares Subject to
Warrant: Equal to the number of shares of Common Stock that is
the difference between (i) 24.9% of the sum of (A)
the outstanding shares of Common Stock as of the
Closing Date after giving effect to the issuance of
the Shares and the exercise of this Special Warrant,
and assuming the conversion into Common Stock of all
the 2001 Notes outstanding on the Closing Date at the
conversion price resulting from adjustments made as a
result of the Tender Offer and the Distributions and
(B) the number of any shares of Contingent Stock that
are issued, and (ii) 24.9% of the outstanding shares
of Common Stock as of the Closing after giving effect
to the issuance of the Shares.
Transferability: Transferable to the same extent as Shares.
Cashless Exercise: Permitted.
Antidilution
Protection: Customary.
Registration
Rights: Same as for Shares.
Listing of
Warrants: Upon request of Purchaser.
Listing of Shares
issuable upon exercise
of Warrants: Prior to Closing.
Listing of Special
Covenants: The Company will not be permitted to repurchase
Common Stock if as a result thereof the
exercisability of the Special Warrant will be limited.
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IN WITNESS WHEREOF, Purchaser and the Company have caused this
Amendment to be duly executed as of the day and year first above written.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President, CEO
CDR-PC ACQUISITION, L.L.C.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President
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