BCT International Inc · PRER14A · On 2/6/02

Filed On 2/6/02   ·   SEC File 0-10823   ·   Accession Number 928385-2-288

Revised Preliminary Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Materials                        115    570K 

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SCHEDULE 14A

(RULE 14A-101)
 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant [X] Filed by a party other than the registrant [ ] Check
the appropriate box:                                                            

[X]   Preliminary proxy statement.  [ ] Confidential, for use of the Commission 
                                        only (as permitted by Rule 14a-6(e)(2)).

[ ]   Definitive proxy statement.                                               
[ ]   Definitive additional materials.                                          
[ ]   Soliciting material pursuant to Rule 14a--12                              

 BCT International, Inc.
----------------------------------------------------------------------------
  (Name of Registrant as Specified in Its Charter)

----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):                              

[ ] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.    

      (1)  Title of each class of securities to which transaction applies:
           BCT International, Inc. common stock, par value $0.04 per share

            ----------------------------------------------------------------

   (2)  Aggregate number of securities to which transaction applies:
        5,121,471 shares of common stock, par value $0.04 per share.

            ----------------------------------------------------------------

(3)  Per unit price or other underlying value of transaction  
      computed pursuant to Exchange Act Rule 0- 11(set forth the
         amount on which the filing fee is calculated and state how it
         was determined): The filing fee was determined based upon the
      product of 2,431,189 shares of common stock and the merger
          consideration of $1.13 per share. In accordance with Rule 0-11
      under the Securities Exchange Act of 1934, as amended, the
          filing fee was determined by multiplying the amount calculated
      pursuant to the preceding sentence by 1/50 of one percent.

            ----------------------------------------------------------------

   (4)  Proposed maximum aggregate value of transaction: $2,747,243.50

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 BCT INTERNATIONAL, INC.

 3000 Northeast 30th Place
 Fifth Floor
 Fort Lauderdale, FL 33306

To Our Stockholders:                                                            

   You are cordially invited to attend a special meeting of the stockholders
of BCT International, Inc. ("BCTI") to be held on __________, 2002, at ____     
p.m., local time, at our corporate offices at 3000 Northeast 30th Place, Fort   
Lauderdale, Florida 33306. A notice of the special meeting, a proxy statement   
and a proxy card are enclosed. Please read the enclosed proxy statement         
carefully as it sets forth details of the proposed merger and other important   
information relating to the merger and the special meeting.                     

   At the special meeting, we will ask you to adopt and approve an Agreement
and Plan of Merger, dated as of November 26, 2001, pursuant to which Phoenix    
Acquisition Corp. will merge into BCTI. Phoenix Acquisition Corp., formed solely
for the purpose of effecting the merger, is a wholly-owned subsidiary of Phoenix
Group of Florida, Inc.("Phoenix"). Phoenix is wholly-owned by William A.        
Wilkerson, who serves as its sole director and executive officer, and who also  
serves as Chairman and Chief Executive Officer of BCTI. The acquisition group,  
which includes Phoenix, Phoenix Acquisition Corp. and William A. Wilkerson, ,   
owns 52.6% of BCTI's outstanding common stock. Because adoption and approval of 
the merger agreement requires the affirmative vote of the holders of more than  
50% of all outstanding shares of BCTI common stock, the acquisition group has   
sufficient voting power to adopt and approve the merger agreement at the special
meeting and has indicated to us its intention to do so.                         

   Upon the adoption and approval of the merger agreement and the completion
of the merger: each outstanding share of common stock will be canceled and      
converted into the right to receive $1.13 in cash, except for shares held by    
stockholders who perfect their appraisal rights under Delaware law and shares   
held by the acquisition group. After the merger, BCTI will be privately held and
wholly-owned by the acquisition group. A copy of the merger agreement is        
attached to the proxy statement as Appendix A and we urge you to read it in its 
entirety.                                                                       

A special committee of our board of directors, comprised solely of    
directors who are not officers or employees of our company, was formed to       
consider and evaluate the proposed merger. The special committee has unanimously
recommended to our board of directors that the merger agreement be approved. In 
connection with its evaluation of the merger, the special committee engaged     
Capitalink, L.C. to render an opinion to the special committee as to the        
fairness of the consideration to be received in the proposed merger by the      
common stockholders of BCTI other than the acquisition group. Capitalink has    
rendered its opinion dated as of November 20, 2001, to the effect that, as of   
that date and based upon and subject to the limitations and qualifications set  
forth in the opinion, the consideration to be received in the merger by the     
common stockholders of BCTI other than the acquisition group is fair to those   
stockholders from a financial point of view. The written opinion of Capitalink  
is attached to the proxy statement as Appendix B, and you should read it        
carefully.                                                                      

   Based on the unanimous recommendation of the special committee, our board
has unanimously approved and declared the advisability of the merger agreement, 
and has unanimously determined that the merger consideration described above is 
fair to our common stockholders (other than members of the acquisition group)   
and that the terms of the merger are fair to our common stockholders (other than
members of the acquisition group). We unanimously recommend that you vote "FOR" 
the merger agreement.                                                           

Whether or not you plan to attend the special meeting, please promptly
complete, date, sign and return the enclosed proxy card in the enclosed prepaid 
envelope. Your failure to either return a properly executed proxy card or vote  
at the special meeting will have the same effect as a vote against the merger.  

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If the merger is consummated, you will receive instructions for       
surrendering your BCTI stock certificates and a letter of transmittal to be used
for this purpose. You should not submit your stock certificates for exchange    
until you have received the instructions and the letter of transmittal.         

                      Sincerely,

                                    /s/ William A. Wilkerson
                                         -----------------------------
                                William A. Wilkerson
                                     Chairman of the Board and
                                   Chief Executive Officer

  This proxy statement is dated _______, 2002 and was first mailed to BCTI
stockholders on or about ________, 2002.                                        

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND     
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE  
INFORMATION CONTAINED IN THIS DOCUMENT OR ANY DOCUMENT ATTACHED HERETO. ANY     
REPRESENTATIONS TO THE CONTRARY ARE UNLAWFUL.                                   

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 BCT INTERNATIONAL, INC.
 3000 Northeast 30th Place
 Fifth Floor
 Fort Lauderdale, FL 33306

 -------------------

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 TO BE HELD ON _____________, 2002

To Our Stockholders:                                                            

  A special meeting of the stockholders of BCT International, Inc. will be
held on ________, 2002, at 2:00 p.m., local time, at the corporate offices of   
BCTI at 3000 Northeast 30th Place, Fort Lauderdale, Florida 33306, for the      
following purposes:                                                             

1. To consider and vote upon a proposal to adopt and approve the Agreement  
 and Plan of Merger, dated as of November 26, 2001, by and among Phoenix
    Group of Florida, Inc., a Nevada corporation, Phoenix Acquisition Corp., a
  Delaware corporation and a wholly-owned subsidiary of Phoenix, and BCTI.
    Under the terms of the merger agreement, upon the adoption and approval of
    the merger agreement by holders of BCTI common stock and the completion of
   the merger: (i) Phoenix Acquisition Corp. will merge into BCTI, with BCTI
    continuing as the surviving corporation and (ii) each outstanding share of
    BCTI common stock will be canceled and converted into the right to receive
 $1.13 in cash, except for shares held by stockholders who perfect their
     appraisal rights under Delaware law and shares of BCTI common stock held by
Phoenix and William A. Wilkerson (our Chairman and Chief Executive    
     Officer). A copy of the merger agreement is attached to the proxy statement
as Appendix A; and                                                    

2. To vote to adjourn the meeting, if necessary.                            

  We have specified _______, 2001, at the close of business, as the record
date for the purpose of determining the BCTI common stockholders who are        
entitled to receive notice of and to vote at the special meeting. A list of the 
BCTI common stockholders entitled to vote at the special meeting will be        
available for examination by any stockholder at the special meeting. For ten    
days prior to the special meeting, this stockholder list will also be available 
for inspection by stockholders at our corporate offices at 3000 Northeast 30th  
Place, Fort Lauderdale, Florida 33306, during ordinary business hours.          

     For a more complete statement regarding the matters to be acted upon at the
special meeting, please read the proxy statement and the other materials        
concerning BCTI and the merger, which are mailed with this notice.              

    The adoption and approval of the merger agreement requires the affirmative
vote of a majority of the outstanding shares of BCTI common stock held by       
stockholders of record on the record date. The acquisition group, which consists
of Phoenix, Phoenix Acquisition Corp. and William A. Wilkerson, owned, as of the
record date, an aggregate of 2,690,282 shares of BCTI common stock, constituting
approximately 52.6% of the outstanding shares of BCTI common stock entitled to  
vote at the special meeting. As a result, the acquisition group possesses       
sufficient voting power to adopt and approve the merger agreement and has       
indicated to our board of directors its intention to do so.                     

Acting upon the unanimous recommendation of a special committee of our
board of directors, comprised solely of directors who are not officers or       
employees of BCTI, our board of directors has unanimously determined that the   
consideration to be received in the merger by the stockholders of BCTI, other   
than the acquisition group, is, from a financial point of view, fair to such    
stockholders. Our board of directors unanimously recommends that you vote "FOR" 
adoption and approval of the merger agreement.                                  

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   If the merger is completed, BCTI stockholders who do not vote in favor of
the adoption and approval of the merger agreement will have the right to seek   
appraisal of the fair value of their shares, provided that they submit a written
demand for such an appraisal before we take the vote on the merger agreement and
they comply with Delaware law as explained in the proxy statement. For an       
explanation of the procedures for perfecting your appraisal rights, see pages   
_____ setting forth the section of the proxy statement captioned "The Merger -  
Appraisal Rights."                                                              

Your vote is important. Whether or not you plan to attend the special 
meeting and regardless of the number of shares of BCTI common stock that you    
own, please complete, sign and date the accompanying proxy card and return it in
the enclosed prepaid envelope. Failure to return a properly executed proxy card 
or vote at the special meeting will have the same effect as a vote against the  
merger and the merger agreement.                                                

     Your proxy is revocable and will not affect your right to vote in person if
you decide to attend the special meeting. Simply attending the special meeting, 
however, will not revoke your proxy. For an explanation of the procedures for   
revoking your proxy, see page 10 setting forth the sections of the proxy        
statement captioned "Special Meeting - Voting and Revocation" and "Special      
Meeting - Solicitation of Proxies". Returning your proxy card without indicating
how you want to vote will have the same effect as a vote "FOR" the adoption and 
approval of the merger agreement.                                               

The merger is described in the enclosed proxy statement, which you are
urged to read carefully. In addition, you may obtain information about BCTI from
documents that BCTI has filed with the Securities and Exchange Commission,      
including the Schedule 13E-3 transaction statement filed in connection with the 
merger.                                                                         

                                       By Order of the Board of Directors,

                            /s/ William A. Wilkerson
                                 -----------------------------
                        William A. Wilkerson
                             Chairman of the Board and
                           Chief Executive Officer

Ft. Lauderdale, Florida                                                         
_______, 2002                                                                   

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:   WHAT ARE WE VOTING ON?                                                     

A:   Whether to adopt and approve an Agreement and Plan of Merger by and        
among Phoenix, Phoenix Acquisition Corp. (a newly formed, wholly-owned
subsidiary of Phoenix) and BCTI, pursuant to which Phoenix Acquisition
Corp. will merge into BCTI, with BCTI continuing as the surviving     
corporation.                                                          

Q:   WHAT ARE THE RELATIONSHIPS AMONG THE PARTIES TO THE MERGER AGREEMENT?      

A:   Phoenix, the proposed acquiror of BCTI, formed Phoenix Acquisition Corp.   
as its wholly-owned subsidiary solely for the purpose of effecting the
  merger. Phoenix is wholly-owned by William A. Wilkerson, who is the sole
   director and officer of Phoenix and Phoenix Acquisition Corp., and who is
also Chairman and Chief Executive Officer of BCTI. Phoenix and Mr.    
  Wilkerson, together own approximately 52.6% of the outstanding shares of
  BCTI common stock. In this proxy statement, the term "acquisition group"
refers to Phoenix, Mr.Wilkerson and any entity that is controlled by  
Phoenix or Mr. Wilkerson.                                             

Q:   ARE THERE CONDITIONS TO THE COMPLETION OF THE MERGER?                      

A:   Yes. Before completion of the transactions contemplated by the merger      
agreement, BCTI and Phoenix must fulfill or waive several closing     
    conditions, including adoption and approval of the merger agreement by the
holders of BCTI common stock, the accuracy of representations and     
 warranties made by the parties, the absence of certain material adverse
     effects on BCTI and other customary closing conditions. If these conditions
   are not satisfied or waived, the merger will not be completed even if the
     holders of BCTI common stock vote to adopt and approve the merger agreement
and the merger.                                                       

Q:   WHAT VOTE IS REQUIRED TO ADOPT AND APPROVE THE MERGER AGREEMENT AND THE    
MERGER?                                                               

A:   The affirmative vote of the holders of a majority of all outstanding       
 shares of BCTI common stock is required to adopt and approve the merger
 agreement and the merger. Since the acquisition group owns 52.6% of the
 outstanding shares of BCTI common stock, it possesses sufficient voting
 power to adopt and approve the merger agreement and the merger, and the
    acquisition group has indicated to our board of directors its intention to
do so.                                                                

Q:   WHAT WILL BE THE EFFECT OF THE MERGER?                                     

A:   After the merger, BCTI will no longer be a publicly held corporation,      
   you will no longer own any BCTI stock, and the acquisition group will own
100% of BCTI's stock.                                                 

Q:   IF THE MERGER IS COMPLETED, WHAT WILL I RECEIVE FOR MY BCTI COMMON STOCK?  

A:   If the merger is completed, each of your shares of BCTI common stock       
will be automatically canceled and converted into the right to receive
   $1.13 in cash, without interest or any other payment thereon, except that
if you perfect your appraisal rights, your shares will be subject to  
appraisal in accordance with Delaware law. See page 35 (The Merger -  
  Payment of Merger Consideration and Surrender of Stock Certificates) and
page 37 (The Merger - Appraisal Rights).                              

Q:   IF THE MERGER IS COMPLETED, WHAT WILL THE ACQUISITION GROUP RECEIVE FOR    
ITS BCTI COMMON STOCK?                                                

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A:   If the merger is completed, each share of BCTI common stock held by the    
  acquisition group will remain outstanding and the acquisition group will
 not receive any cash consideration for its shares of BCTI common stock.

Q:   WHAT DOES OUR BOARD OF DIRECTORS RECOMMEND REGARDING THE MERGER AGREEMENT? 

A:   After receiving the unanimous recommendation of a special committee of     
     our board of directors, consisting solely of directors who are not officers
  or employees of BCTI, our board of directors unanimously determined that
   the terms of the merger are advisable, fair to, and in the best interests
of, BCTI stockholders, other than the acquisition group. Our board of 
directors unanimously recommends that you vote "FOR" the adoption and 
approval of the merger and the merger agreement.                      

Q:   WHY DID OUR BOARD OF DIRECTORS FORM THE SPECIAL COMMITTEE?                 

A:   Our board of directors formed the special committee because of the         
  interests Mr. Wilkerson has in both BCTI and Phoenix. He is the Chairman
  and Chief Executive Officer of BCTI, the proposed target, as well as the
sole director, senior executive officer and the owner of Phoenix, the 
     proposed acquiror. The two members of the special committee (Jeffrey Hewson
  and Philip Pisciotta) are directors of BCTI who are neither officers nor
employees of BCTI or Phoenix and are not affiliates of Phoenix.       

Q:   WHAT SHOULD I DO NOW? HOW DO I VOTE?                                       

A:   After you read and consider carefully the information contained in this    
  proxy statement, please fill out, sign and date your proxy card and mail
    your signed proxy card in the enclosed return envelope as soon as possible
   so that your shares may be represented at the special meeting. Failure to
return your proxy or vote in person at the meeting will have the same 
  effect as a vote against the adoption and approval of the merger and the
merger agreement.                                                     

Q:   WHAT RIGHTS DO I HAVE TO DISSENT FROM THE MERGER?                          

A:   If you wish, you may dissent from the merger and seek an appraisal of      
    the fair value of your shares of BCTI common stock, but only if you comply
    with the requirements of Delaware law which are attached as Appendix C and
  which are summarized on page Appendix C-1. Based on the determination of
    the Delaware Court of Chancery, the appraised fair value of your shares of
    BCTI common stock, which will be paid to you if you seek an appraisal, may
  be more than, less than, or equal to the $1.13 per share price of common
stock to be paid in the merger.                                       

Q:   IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?                                                        

A:   Yes, but only if you provide instructions to your broker on how to vote.   
 You should fill out, sign, date and return the proxy card and otherwise
 follow the directions provided by your broker regarding how to instruct
    your broker to vote your shares. See page 10 (Special Meeting - Voting and
Revocation of Proxies).                                               

Q:   CAN I CHANGE MY VOTE OR REVOKE MY PROXY AFTER I HAVE MAILED MY SIGNED      
PROXY CARD?                                                           

A:   Yes, you can change your vote at any time before your proxy is voted at    
   the special meeting. You can do this in one of three ways. First, you can
 send a written notice stating that you would like to revoke your proxy.
    Second, you can complete and submit a new proxy card. If you choose either
 of these methods, we must receive your notice of revocation or your new
    proxy card before the vote is taken at the special meeting. Third, you can
attend the special meeting and vote in person. Simply attending the   
     meeting, however, will not revoke your proxy; you must vote at the meeting.
If you have instructed a broker to vote your shares, you must follow  
directions received from your broker to change your vote. See page 10 
(Special Meeting - Voting and Revocation of Proxies).                 

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Q:   SHOULD I SEND IN MY STOCK CERTIFICATES NOW?                                

A:   No. If the merger agreement is adopted and approved, then shortly after    
the merger is completed, you will receive a letter of transmittal with
instructions informing you how to send in your stock certificates to  
Phoenix's payment agent. You should use the letter of transmittal to  
    exchange your stock certificates for the merger consideration to which you
are entitled as a result of the merger. YOU SHOULD NOT SEND ANY STOCK 
CERTIFICATES WITH YOUR PROXY CARDS. You should follow the procedures  
described in page 35 (The Merger - Payment of Merger Consideration and
Surrender of Stock Certificates).                                     

Q:   WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?                             

A:   We are working towards completing the merger as soon as possible. For      
  the merger to occur, it must be adopted and approved by our stockholders
    and certain other customary closing conditions must be fulfilled or waived
   (to the extent permitted by law). If this and other conditions are either
     fulfilled or waived (to the extent permitted by law), we expect to complete
    the merger on or about ________, 2002, which in any event, will be no more
than five business days after these conditions have been fulfilled or 
waived (to the extent permitted by law).                              

Q:   WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO ME?                         

A:   The receipt of cash in exchange for your stock surrendered in the merger   
    will constitute a taxable transaction for U.S. federal income tax purposes
and under most state, local, foreign and other tax laws. In general, a
stockholder who surrenders common stock pursuant to the merger will   
     recognize a gain or loss equal to the difference, if any, between $1.13 per
    share and such stockholder's adjusted tax basis in such share. We urge you
 to consult your own tax advisor regarding the specific tax consequences
    that may result from your individual circumstances as well as the foreign,
state and local tax consequences of the disposition of shares in the  
  merger. To review the tax considerations of the merger in greater detail
see page 31 (Special Factors - Material U.S. Federal Income Tax       
Consequences of the Merger to Our Stockholders).                      

Q:   WHO CAN HELP ANSWER MY OTHER QUESTIONS?                                    

A:   If you have more questions about the merger, you should contact Michael    
Hull, Chief Financial Officer:                                        

BCT International, Inc.                     
3000 Northeast 30th Place                   
Fifth Floor                                 
Fort Lauderdale, Florida  33306             
Telephone: 954-563-1224                     
Facsimile: 954-565-0742                     

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 TABLE OF CONTENTS

                                                                          PAGE #

Questions and Answers about the Merger                                        1 
Summary Term Sheet                                                            1 
The Special Meeting Date, Time and Place                                      1 
       Proposal to be Considered                                             1
       Record Date for Voting                                                1
             Procedures Relating to Your Vote at the Special Meeting         1
       Appraisal Rights                                                      2
       Purposes and Structure of the Merger                                  2
       Consideration to be Offered to Our Stockholders                       2
       The Parties to the Merger                                             3
                Phoenix                                                      3
                Phoenix Acquisition Corp.                                    3
                BCTI                                                         3
                Other Filing Persons                                         3
       Recommendations of the Special Committee and Our Board of Directors   4
       Opinion of Financial Advisor                                          4
       BCTI's Position as to the Fairness of the Merger                      4
       The Acquisition Group's Position as to the Fairness of the Merger     5
       Conflicts of Interest                                                 5
                The Acquisition Group                                        6
       Accounting Treatment                                                  6
       Material U.S. Federal Income Tax Consequences to Our Stockholders     6
       Financing of the Merger                                               6
       The Merger Agreement                                                  6
                Generally                                                    6
                Effective Time                                               6
                Competing Transactions                                       6
                Conditions                                                   7
                Fees, Expenses and Other Payments                            7
Forward-looking Statements May Prove Inaccurate                               8 
Special Meeting                                                               9 
Proposal to be Considered at the Special Meeting                              9 
Appraisal Rights                                                              9 
Voting Rights; Vote Required for Adoption and Approval                        9 
Voting and Revocation of Proxies                                             10 
Solicitation of Proxies                                                      10 
Comparative Market Price Data                                                10 
Dividend Policy                                                              11 
Selected Financial Information                                               12 
Background of the Merger                                                     13 
Opinion of Financial Advisor                                                 17 
        Selected Comparable Company Analysis                                18
Discounted Cash Flow Analysis                                                19 
        Previous Paid Analysis                                              20
        Acquisition Premiums Analysis                                       21
        Adjusted Net Book Value Analysis                                    21
        Historical Financial Data Analysis                                  22
        Historical Stock Price Analysis                                     22
Reasons for the Recommendations of the Special Committee and                    
        Our Board of Directors                                              23
BCTI's Position as to the Fairness of the Merger                             24 
The Acquisition Group's Position as to the Fairness of the Merger            26 

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Purposes and Structure of the Merger                                         27 
Certain Effects of the Merger                                                28 
        Certain Effects of the Merger on the Acquisition Group              28
        Certain Effects of the Merger on BCTI                               29
Material U.S. Federal Income Tax Consequences of the Merger to Our              
Stockholders                                                                29
Conflicts of Interest                                                        30 
Directors, Officers and Controlling Persons                                  30 
        William A. Wilkerson                                                31
        The Acquisition Group                                               31
Members of the Special Committee                                             31 
        Compensation of the Members of the Special Committee                31
        Indemnification; Directors' and Officers' Insurance                 31
Employment Arrangements and Compensation Plans                               31 
Certain Relationships between BCTI and the Acquisition Group                 32 
The Merger                                                                   32 
        Effective Time of the Merger                                        32
        Payment of Merger Consideration and Surrender of Stock Certificates 32
Accounting Treatment                                                         33 
Financing of the Merger; Fees and Expenses of the Merger                     33 
Appraisal Rights                                                             34 
The Merger Agreement                                                         36 
        Generally                                                           36
        Consideration to be Offered to Our Stockholders                     37
        Stock Options                                                       37
        Representations and Warranties                                      37
  Our Representations and Warranties to Phoenix and Phoenix Merger
         Corp                                                               37
Phoenix and Phoenix Acquisition Corp.'s Representations and   
         Warranties to Us                                                   38
        Covenants                                                           38
        Dividends; Changes In Stock                                         38
        Issuance of Securities                                              38
        Governing Documents                                                 39
        No Acquisitions                                                     39
        No Dispositions                                                     39
        Indebtedness                                                        39
        Benefits Plans                                                      39
        Other Covenants                                                     39
        Special Meeting                                                     40
        Competing Transactions                                              40
        Access to Employees and Facilities                                  41
        Indemnification; Directors' and Officers' Insurance                 41
        Conditions to the Merger                                            41
        Termination of the Merger Agreement                                 43
        Fees, Expenses and Other Payments                                   44
        Amendment to the Merger Agreement                                   45
BCT International, Inc.                                                      45 
        Business of BCTI                                                    45
        Competition                                                         47
        Employees                                                           47
        Description of Property                                             47
        Legal Proceedings                                                   48
Management's Discussion and Analysis of Financial Condition and Results of      
Operations                                                                   48 
Results of Operations                                         
Cash Flows                                                    
Liquidity and Capital Resources                               
Current Accounting Issues                                     
        Quantitative and Qualitative Disclosures about Market Risks         48

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Security Ownership of Certain Beneficial Owners and Management          48      
Prior Stock Purchases                                                   49      
Other Matters for Action at the Special Meeting                         50      
Proposals by Holders of Shares of Common Stock                          50      
Expenses of Solicitation                                                50      
Independent Auditors                                                    51      
Available Information                                                   51      
Information Incorporated by Reference                                   51      

Financial Statements of BCTI                                           F-1      

APPENDIX A -- Agreement and Plan of Merger                             A-1      
APPENDIX B -- Opinion of Financial Advisor                             B-1      
APPENDIX C -- Section 262 of the Delaware General Corporation Law      C-1      

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SUMMARY TERM SHEET

 This term sheet highlights certain material information from this proxy
statement and does not contain all of the information that is important to you. 
To understand the merger fully, you should read carefully this entire proxy     
statement, the appendices and the additional documents referred to in this proxy
statement. In this proxy statement, the terms "BCTI", "we", "us" and "our" refer
to BCT International, Inc. In this proxy statement, the term "Phoenix" refers to
"Phoenix Group of Florida, Inc." In this proxy statement, the terms the         
"acquisition group" and "Phoenix and its affiliates" refer to Phoenix, Phoenix  
Acquisition Corp., William A. Wilkerson, and any entity that is controlled by   
Phoenix or William A. Wilkerson.                                                

THE SPECIAL MEETING DATE, TIME AND PLACE (PAGE 9)                               

Proposal to be Considered at the Special Meeting                                

The special meeting of common stockholders of BCT International, Inc. will be   
held on ________, 2002 at _____ p.m. local time, at our corporate offices at    
3000 Northeast 30th Place, Fort Lauderdale, Florida 33306. At the special       
meeting, you are being asked to adopt and approve the merger agreement pursuant 
to which Phoenix Acquisition Corp., a wholly-owned Phoenix subsidiary, formed   
solely for the purpose of effecting the merger, will be merged into BCTI. BCTI  
will continue as the surviving corporation. For additional information about the
merger, see pages 35-40 (The Merger). For additional information about the      
merger agreement see pages 40-48 (The Merger Agreement).                        

Record Date for Voting                                                          

Only holders of record of shares of common stock of BCTI at the close of        
business on _________, 2002 are entitled to notice of and to vote at the special
meeting. On that date, there were _________ holders of record of common stock,  
and 5,121,471 shares of our common stock outstanding. Each share of common stock
entitles the holder to cast one vote at the special meeting. For additional     
information about the record date for voting see pages 9-10 (Special Meeting -  
Voting Rights; Vote Required for Adoption and Approval).                        

Procedures Relating to Your Vote at the Special Meeting                         

The presence, in person or by proxy, of the holders of a majority of all        
outstanding shares of BCTI common stock as of the record date is necessary to   
constitute a quorum at the special meeting. Abstentions and broker non-votes are
counted for the purpose of establishing a quorum.                               

Adoption of the merger agreement requires the affirmative vote of the holders of
a majority of all outstanding shares of BCTI common stock. Abstentions and      
broker non-votes will have the effect of a vote "AGAINST" the adoption and      
approval of the merger agreement.                                               

You should complete, date and sign your proxy card and mail it in the enclosed  
return envelope as soon as possible so that your shares may be represented at   
the special meeting, even if you plan to attend the meeting in person. Unless   
contrary instructions are indicated on your proxy, all of your shares           
represented by valid proxies will be voted "FOR" the adoption and approval of   
the merger agreement.                                                           

If your shares are held in "street name" by your broker, your broker will vote  
your shares, but only if you provide instructions on how to vote. You should    
follow the procedures provided by your broker regarding the voting of your      
shares.                                                                         

You can revoke your proxy and change your vote in any of the following ways:    

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       o deliver to our secretary at our corporate offices at 3000 Northeast
30th Place, Fort Lauderdale, Florida 33306, on or before the business day prior 
to the special meeting, a later dated, signed proxy card or a written revocation
of your proxy;                                                                  

        o  deliver a later dated, signed proxy card or a written revocation to
us at the special meeting;                                                      

        o attend the special  meeting and vote in person.  Your  attendance at
the meeting  will not, by itself,  revokeyour proxy; you must vote in person at 
the meeting; or                                                                 

        o if you have instructed a broker to vote your shares, you must follow
the directions received from your broker to change those instructions. For      
additional information regarding the procedure for delivering your proxy see    
page 10 (Special Meeting - Voting and Revocation of Proxies and Special Meeting 
- Solicitation of Proxies).                                                     

APPRAISAL RIGHTS (PAGE 9)                                                       

You may dissent from the merger and seek appraisal of the fair value of your    
shares of common stock, but only if you comply with all requirements of Delaware
law attached as Appendix C to this proxy statement. See page 37 (The Merger -   
Appraisal Rights).                                                              

PURPOSES AND STRUCTURE OF THE MERGER (PAGE 30)                                  

The principal purposes of the merger are to permit BCTI stockholders to realize 
a cash price for their shares in an amount substantially in excess of the market
price at which their shares traded just prior to the announcement of the signing
of the merger agreement (this cash price is 5.6% greater than the average       
closing price at which their shares traded for the one year period prior to the 
announcement of the signing of the merger agreement) and to permit the          
acquisition group to increase its ownership of BCTI from approximately 52.6% to 
100%.                                                                           

The proposed transaction has been structured as a going private cash merger of  
Phoenix Acquisition Corp. into BCTI. BCTI will be the surviving corporation in  
the merger and, upon completion of the merger, will be a privately held         
wholly-owned subsidiary of the acquisition group. The transaction has been      
structured as a going private transaction to permit the acquisition group to own
100% of a privately held corporation and as a cash merger in order to provide   
the holders of common stock, other than the acquisition group, with cash for all
of their shares. See page 30 (Special Factors - Purposes and Structure of the   
Merger).                                                                        

CONSIDERATION TO BE OFFERED TO OUR STOCKHOLDERS (PAGE 40)                       

At the effective time of the merger, each outstanding share of common stock will
be canceled and converted into the right to receive $1.13 in cash, except for   
shares held by stockholders who perfect their appraisal rights under Delaware   
law, shares of common stock held by the acquisition group and any shares of     
common stock held in our treasury.                                              

Each share of common stock of Phoenix Acquisition Corp. then issued and         
outstanding will, by virtue of the merger and without any action on the part of 
Phoenix Acquisition Corp. become one fully paid and non-assessable share of     
common stock of BCTI, the surviving corporation.                                

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THE PARTIES TO THE MERGER                                                       

Phoenix                                                                         

The principal activity of Phoenix Group of Florida, Inc., a Nevada              
corporation, is the acquisition, ownership and operation through its            
wholly-owned entities and other affiliates, of the common stock of BCTI.        

As of the record date, Phoenix and its affiliates own 2,690,282 shares of BCTI's
outstanding common stock, which represents approximately 52.6% of BCTI's        
outstanding common stock. The address and telephone number of Phoenix's         
principal executive offices are:                                                

Phoenix Group of Florida, Inc.                                
3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, FL  33306                                    
Telephone: 954-563-1224                                       

Phoenix Acquisition Corp.                                                       

Phoenix Acquisition Corp. is a Delaware corporation and a wholly-owned          
subsidiary of Phoenix that was formed solely for the purpose of effecting the   
transactions contemplated by the merger and has not engaged in any business     
except in furtherance of this purpose. The address and telephone number of      
Phoenix Acquisition Corp.'s principal executive offices are:                    

Phoenix Acquisition Corp.                                     
3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, FL  33306                                    
Telephone: 954-563-1224                                       

BCTI                                                                            

BCTI, a Delaware corporation, is a holding company with one direct wholly-owned 
subsidiary, Business Cards Tomorrow, Inc., a Florida corporation ("BCT"). BCT   
operates the Business Cards Tomorrow franchise system, the world's largest      
wholesale franchise printing chain, with 83 franchised plants located in 36     
states and Canada. For additional information and news concerning BCTI, please  
contact:                                                                        

Michael Hull, Chief Financial Officer, BCT International, Inc.

BCTI's common stock is quoted on the Over-The-Counter Bulletin Board under the  
symbol "BCTI". The address and telephone number of BCTI's principal executive   
offices are:                                                                    

BCT International, Inc.                                       
3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, Florida  33306                               
Telephone: 954-563-1224                                       

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Other Filing Persons                                                            

WILLIAM A. WILKERSON                                                            

The principal occupation of William A. Wilkerson is (i) to serve as the Chairman
of the Board of Directors (since January 1986) and Chief Executive Officer (from
May 1988 to October 1997 and since February 2001) and (ii) to serve as the      
Chairman of the Board of Directors and the Chief Executive Officer of Phoenix,  
with which he has been associated since its inception in 2001. As of the record 
date, William A. Wilkerson and Phoenix owned 2,690,282 shares of BCTI common    
stock, which represents approximately 52.6% of BCTI's outstanding common stock. 
William A. Wilkerson owns 100% of Phoenix and may be deemed to be a controlling 
person of BCTI. For additional information about William A. Wilkerson see page  
32 (Conflicts of Interest - Directors, Officers and Controlling Persons -       
William A. Wilkerson). The business address and telephone number of William A.  
Wilkerson are:                                                                  

3000 Northeast 30th Place                                     
Fifth Floor                                                   
Fort Lauderdale, FL  33306                                    
Telephone: 954-563-1224                                       

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND OUR BOARD OF DIRECTORS (PAGE 24)   

The special committee of our board of directors, consisting of two non-employee,
non-officer directors of BCTI, was formed to consider and evaluate the proposed 
merger. The special committee has determined unanimously that the merger        
consideration is fair to our stockholders (other than the acquisition group) and
recommended to our board of directors that it declare the merger advisable and  
in the best interests of BCTI and our stockholders (other than the acquisition  
group), approve the merger agreement and determine to recommend that our        
stockholders vote to adopt and approve the merger agreement. Our board of       
directors, based on the unanimous recommendation of the special committee, has  
unanimously determined that the merger consideration is fair to our stockholders
(other than the acquisition group), and that the merger is advisable and in the 
best interests of BCTI and our stockholders (other than the acquisition group)  
and declared that the merger agreement is advisable. Accordingly, our board of  
directors has approved the merger agreement and unanimously recommends that you 
vote "FOR" the proposal to adopt and approve the merger agreement.              

For a discussion of the material factors considered by the special committee and
our board of directors in reaching their conclusions and the reasons why the    
special committee and our board of directors determined that the merger is fair,
see page 24 (Special Factors - Reasons for the Recommendations of the Special   
Committee and Our Board of Directors), page 27 (Special Factors - BCTI's        
Position as to the Fairness of the Merger) and page 30 (Special Factors -       
Purposes and Structure of the Merger).                                          

OPINION OF CAPITALINK (PAGES 18-24)                                             

In connection with the merger, the special committee and our board of directors 
considered the opinion of the special committee's financial advisor, Capitalink 
L.C., as to the fairness of the merger consideration to the holders of shares of
common stock, other than the acquisition group, from a financial point of view. 
Capitalink delivered its opinion to the special committee on November 20, 2001, 
that, as of that date and based on and subject to the limitations and           
qualifications described in the opinion, the consideration to be received by the
common stockholders, other than the acquisition group, pursuant to the merger   
agreement is fair to such stockholders from a financial point of view.          
Capitalink's opinion was provided for use by the special committee and the board
of directors of BCTI and does not constitute a recommendation to any BCTI common
stockholder with respect to any matter relating to the proposed merger.         

For a detailed discussion of the opinion of Capitalink, see pages 18-24 (Special
Factors - Opinion of Capitalink).                                               

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The full text of Capitalink's written opinion is attached as Appendix B to this 
proxy statement. We encourage you to read Capital Link's opinion in its entirety
for a description of the matters considered and limitations on the review       
undertaken.                                                                     

BCTI'S POSITION AS TO THE FAIRNESS OF THE MERGER (PAGE 27)                      

We believe the merger and the merger consideration to be fair to our            
stockholders, other than the acquisition group. In reaching this determination  
we have relied on numerous factors, including:                                  

       o         the merger consideration of $1.13 per share represents an 88%
                premium over $0.60, the closing price of our common stock on
             November 26, 2001, the last full trading day prior to our
              November 27, 2001 announcement of the proposed merger; our
          board of directors considered the fact that the merger
                  consideration represents a 5.6% premium to the average closing
                  price of $1.07 per share for our common stock for the one year
                  period prior to November 27, 2001. For additional information,
see page 11 (Comparative Market Price Data);

      o        the merger consideration to be paid in the merger agreement
                 represents a multiple of 8.7 times our earnings per share for
the 12 month period ended February 28, 2001;

  o        the approval of the merger by all of the members of the
                  special committee and the fact that the members of the special
                 committee, based on the factors described in page 24 (Special
            Factors - Reasons for the Recommendations of the Special
              Committee and Our Board of Directors), determined that the
            merger is fair and in the best interests of BCTI and our
                stockholders (other than the acquisition group) and declared
that the merger agreement is advisable;     

        o        the merger agreement was extensively  negotiated  between the
     representatives  of the special committee and the
representatives of Phoenix; and             

  o        the members of the special committee who negotiated the
                 transaction on behalf of our stockholders are not officers or
          employees of BCTI and are not affiliated with Phoenix.

      o        For a more detailed discussion of the material factors upon
                 which these beliefs are based, see page 27 (Special Factors -
      BCTI's Position as to the Fairness of the Merger).

THE ACQUISITION GROUP'S POSITION AS TO THE FAIRNESS OF THE MERGER (PAGE 29)     

The acquisition group believes the merger consideration to be fair to the BCTI  
stockholders, other than the acquisition group. In reaching this determination, 
the acquisition group relied on numerous factors, including:                    

           o  the per share price to be paid on BCTI common stock in the
             merger represents a 88% premium over the reported closing
                  price of $0.60 for shares of BCTI common stock on November 26,
               2001, which was the last day on which shares of BCTI common
                  stock traded prior to BCTI's November 27, 2001 announcement of
the execution of the merger agreement;      

     o  the consideration to be paid in the merger agreement
                represents a multiple of 8.7 times BCTI's earnings per share
               of BCTI common stock for the 12 month period ended February
28, 2001;                                   

         o  the acquisition group believes that BCTI is too small to
               continue to support the expenses of being a public company,
                 which include the cost of counsel and independent accountants
                  for securities law compliance, preparing, printing and mailing
                 certain corporate reports, directors' and officers' insurance
  and the cost of investor relations activities.

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             o  For a detailed discussion of the material factors upon which
               these beliefs are based, see page 29 (Special Factors - The
          Acquisition Group's Position as to the Fairness of the
Merger).                                    

CONFLICTS OF INTEREST (PAGE 32)                               

In considering the recommendation of the special committee and
             our board of directors with respect to the merger and the
                 merger agreement, you should be aware that certain directors,
           executive officers and controlling persons of BCTI have
                  interests in the merger that are different from or in addition
              to, the interests of our stockholders generally, and which
                  present actual, apparent or potential conflicts of interest in
connection with the merger.                 

THE ACQUISITION GROUP                                         

       The acquisition group consists of Phoenix, Phoenix Acquisition Corp.,
              William A. Wilkerson, and any entity that is controlled by
            Phoenix or William A. Wilkerson. Phoenix's sole director
                 and executive officer, William A. Wilkerson, is also Chairman
                  and Chief Executive Officer of BCTI As of the record date, the
                  acquisition group owned 2,690,282 shares of BCTI common stock,
              which represents approximately 52.6% of BCTI's outstanding
                  common stock. Upon completion of the merger, pursuant to which
                 Phoenix's wholly-owned subsidiary, Phoenix Acquisition Corp.,
              will merge into BCTI, the certificate of incorporation and
                  bylaws of Phoenix's wholly-owned subsidiary will become BCTI's
                 certificate of incorporation and bylaws, and the ownership of
              BCTI's common stock by the acquisition group will increase
from approximately 52.6% to 100%.           

    For additional information about Conflicts of Interest see page 32
(Conflicts of Interest).                                                        

ACCOUNTING TREATMENT                                          

The merger will be accounted for under the purchase method of 
                accounting as prescribed by Statement of Financial Standards
                 No. 141, Business Combinations and Emerging Issues Task Force
                 Abstract 88-16, Basis in Leveraged Buyout Transactions. For a
             discussion of the accounting treatment for the merger see
    pages 35-36 (The Merger - Accounting Treatment).

   MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO OUR STOCKHOLDERS
(PAGE 31)                                                     

   The receipt of $1.13 in cash for each outstanding share of common
               stock will be a taxable transaction for U.S. federal income
               tax purposes and under most state, local, foreign and other
               tax laws. For U.S. federal income tax purposes, each of our
                 stockholders generally will realize taxable gain or loss as a
            result of the merger measured by the difference, if any,
                 between the tax basis of each share of our common stock owned
                by such stockholder and $1.13 for each share of common stock
         owned by such stockholder. For additional information
                  regarding material U.S. federal income tax consequences of the
              merger to our stockholders, see page 31 (Special Factors -
                  Material U.S. Federal Income Tax Consequences of the Merger to
Our Stockholders).                          

FINANCING OF THE MERGER (PAGE 36)                             

    The total amount of funds required to consummate the merger and to
                  pay related fees and expenses is estimated to be approximately
$2,975,000. The acquisition group, through  

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               its direct cash resources and BCTI cash reserves which will
              become available immediately upon the effectiveness of the
            merger, has sufficient funds available to pay the merger
              consideration and pay its portion of the fees and expenses
             incurred in connection with the merger. The merger is not
             conditioned on any financing arrangements. For additional
             information about the financing of the merger see page 36
               (The Merger - Financing of the Merger; Fees and Expenses of
the Merger).                                

THE MERGER AGREEMENT (PAGES 40-48)                            

Generally                                                     

The merger agreement provides for Phoenix Acquisition Corp. to
        merge with and into BCTI. BCTI will be the surviving
                  corporation in the merger, and, as a result of the merger, the
           acquisition group will own 100% of BCTI's stock. In the
      merger, Phoenix Acquisition Corp.'s certificate of
                 incorporation as in effect immediately prior to the effective
            time, shall be the certificate of incorporation of BCTI,
             provided, that Phoenix Acquisition Corp.'s certificate of
                 incorporation will be amended by the certificate of merger to
          read as follows: "The name of the corporation is: BCTI
               International, Inc."As of the completion of the merger, the
             bylaws of Phoenix Acquisition Corp. will be the bylaws of
BCTI.                                       

Effective Time                                                

   The merger will be consummated and become effective at the time a
                 certificate of merger is filed with the Secretary of State of
                the State of Delaware or such later time as specified in the
certificate of merger.                      

Competing Transactions                                        

   Nothing contained in the merger agreement shall prohibit us from,
                prior to the date of the stockholder's meeting, doing any of
the following:                              

       o        furnishing information or entering into discussions with any
                person that makes an unsolicited written proposal to us with
                 respect to a competing transaction, which could reasonably be
                expected to result in a superior proposal, if the failure to
            take such action would be inconsistent with the board of
              directors' and the special committee's fiduciary duties to
             BCTI stockholders. Prior to furnishing information to, or
                 entering into negotiations with, such person, we will provide
       reasonable notice to Phoenix that we are furnishing
              information or negotiating with such person, and will have
              received from such person a fully executed confidentiality
agreement;                                  

       o        complying with Rule 14d-9 or Rule 14e-2 under the Securities
                  Exchange Act of 1934, as amended with regard to a tender offer
or exchange offer;                          

         o        failing to make or withdrawing or modifying our recommendation
       to the BCTI common stockholders that they adopt and
approve the merger agreement; or            

       o        recommending an unsolicited, bona fide proposal with respect
                 to a competing transaction which could reasonably be expected
                 to result in a superior proposal, if the failure to take such
                 action would be inconsistent with the board of directors' and
                 the special committee's fiduciary duties to the stockholders.

         o        Taking these actions, however, may result in reimbursement for
      expenses of Phoenix of up to $100,000. See page 47
               (The Merger Agreement - Fees, Expenses and Other Payments).

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Conditions                                                                      

The completion of the merger depends on several conditions being satisfied or   
waived, including, among others, the following:                                 

   o        the adoption and approval of the merger agreement by the
        affirmative vote of the holders of a majority of our
                 outstanding shares entitled to vote thereon. As the owners of
             52.6% of the outstanding shares of BCTI common stock, the
                acquisition group possesses sufficient voting power to adopt
          and approve the merger agreement and intends to do so;

   o        the absence of any legal prohibition against the merger;

         o        the material accuracy of the representations and warranties of
                  the parties contained in the merger agreement and the material
                  compliance with the obligations of the parties to be performed
under the merger agreement;                 

         o        our stockholders asserting their appraisal rights with respect
              to BCTI common stock shall constitute less than 25% of all
                shares of BCTI common stock outstanding immediately prior to
the effective time;                         

       o        a material adverse effect with respect to our operations has
             not occurred, and no facts or circumstances arising after
                  November 26, 2001, have occurred which, individually or in the
              aggregate, could reasonably be expected to have a material
adverse effect on us; and                   

      o        obtaining any necessary third party consents and approvals.

Fees, Expenses and Other Payments                                               

If the merger is consummated, all costs and expenses incurred in connection with
the merger agreement are to be borne by the party which incurs those costs and  
expenses. We have agreed to pay Phoenix an amount equal to all of Phoenix's     
expenses not to exceed $100,000, if the merger agreement is terminated:         

o        as a result of a material breach of any of our       
               representations, warranties, covenants or agreements, or if
              any of our representations or warranties shall have become
            untrue such that we would be incapable of satisfying the
                  conditions precedent to the obligations of Phoenix and Phoenix
             Acquisition Corp. under the merger agreement by April 15,
2002;                                       

       o        because our common stockholders do not adopt and approve the
                merger and the merger agreement at the stockholders' meeting
               and at the time of the stockholders' meeting there exists a
                 proposal with respect to a competing transaction which either
               (1) our board of directors or the special committee has not
          publicly opposed or (2) is consummated or a definitive
                 agreement providing for such competing transaction is entered
           into at any time prior to or within 12 months after the
termination of the merger agreement;        

         o        by Phoenix, if the special committee or our board of directors
                has withdrawn, modified or adversely changed its approval or
            recommendation of the merger and the merger agreement or
               recommended or approved a competing transaction or superior
         proposal, entered into an agreement with respect to a
             competing transaction or superior proposal, or shall have
resolved to do any of the foregoing;        

      o        by Phoenix, if we fail to reject a tender offer or exchange
          offer proposal by a third party within ten days of its
            commencement or the date such proposal is first publicly
disclosed;                                  

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        o        by us, upon the special committee and our board of directors'
                authorization to enter into a written agreement with respect
                 to a competing transaction that the special committee and our
                 board of directors have determined to be a superior proposal;
or                                          

   o        by us, if the merger shall not have been completed on or
                  before April 15, 2002 and we enter into a definitive agreement
                providing for a competing transaction within 12 months after
        the date of the termination of the merger agreement.

If the merger fails to close for any other reason by April 15, 2002, then       
Phoenix and Wilkerson, jointly and severally, are required to reimburse BCTI for
all of its reasonable expenses incurred in connection with the proposed         
transaction. See "Special Factors -- Background of the Merger" at page 14.      

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE                                 

This proxy statement contains certain forward-looking statements. Because these 
forward-looking statements are being made by us in connection with a going      
private transaction, the safe harbor created by Section 21E of the Securities   
Exchange Act of 1934, as amended, does not apply to these statements. Such      
forward-looking statements involve risks and uncertainties and include, but are 
not limited to, statements regarding future events and our plans, goals and     
objectives. Such statements are generally accompanied by words such as "intend,"
"anticipate," "believe," "estimate," "expect" or similar terms. BCTI's actual   
results may differ materially from such statements. Factors that could cause or 
contribute to such differences include, without limitation, the following:      

         o        our plans, strategies, objectives, expectations and intentions
        are subject to change at any time at its discretion;

      o        adverse changes in the wholesale printing market including,
             among other things, competition with other companies; and

       o        other risks and uncertainties indicated from time to time in
               BCTI's filings with the Securities and Exchange Commission.

Although BCTI believes that the assumptions underlying its forward-looking      
statements are reasonable, any of the assumptions could prove inaccurate and,   
therefore, BCTI cannot make any assurances that the results contemplated in such
forward-looking statements will be realized. The inclusion of such              
forward-looking information should not be regarded as a representation by BCTI  
or any other person that the future events, plans or expectations contemplated  
by BCTI will be achieved. Furthermore, past performance is not necessarily an   
indicator of future performance. Except for our ongoing obligations to disclose 
material information as required by the federal securities laws, we undertake no
obligation to release publicly any revisions to any forward-looking statements  
to reflect events or circumstances after the date of this proxy statement or to 
reflect the occurrence of unanticipated events.                                 

SPECIAL MEETING                                                                 

This proxy statement is furnished in connection with the solicitation of proxies
by our board of directors for a special meeting of common stockholders to be    
held on ________, 2002 at _______ local time, at our corporate offices at 3000  
Northeast 30th Place, Fort Lauderdale, Fifth Floor, Florida 33306, or at any    
adjournment of the special meeting. Shares of our common stock, par value $0.04 
per share, represented by properly executed proxies received by us will be voted
at the special meeting or any adjournment of the special meeting in accordance  
with the terms of such proxies, unless revoked.                                 

PROPOSAL TO BE CONSIDERED AT THE SPECIAL MEETING                                

At the special meeting, you will consider and vote upon a proposal to adopt and 
approve a merger agreement, dated as of November 26, 2001, among Phoenix,       
Phoenix Acquisition Corp., a wholly-owned subsidiary of Phoenix and BCTI. The   
merger agreement provides for the merger of Phoenix Acquisition                 

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Corp. with and into BCTI. Upon the effective time of the merger, the separate   
corporate existence of Phoenix Acquisition Corp. will cease, and BCTI will be   
the surviving corporation and a wholly-owned subsidiary of the acquisition      
group. Pursuant to the merger: each outstanding share of common stock will be   
canceled and converted into the right to receive $1.13 in cash, except for      
shares held by stockholders who perfect their appraisal rights under Delaware   
law and shares held by the acquisition group.                                   

APPRAISAL RIGHTS                                                                

Holders of BCTI common stock who do not vote in favor of the merger and who     
perfect their appraisal rights under Delaware law will be entitled to receive   
from the surviving corporation in the merger a cash payment in the amount of the
"fair value", determined in accordance with Delaware law, of such shares. After 
the merger, such shares will not represent any interest in the surviving        
corporation, other than the right to receive such cash payment. You will be able
to avail yourself of your appraisal rights only (i) if you do not vote in favor 
of the merger and (ii) if you follow precisely the procedures set forth         
beginning on page 37 (The Merger - Appraisal Rights). If you wish to exercise   
your appraisal rights or wish to preserve your right to do so, you should review
carefully the procedures of Section 262 of the Delaware General Corporation Law,
a copy of which is attached hereto as Appendix C, and seek the advice of legal  
counsel.                                                                        

VOTING RIGHTS; VOTE REQUIRED FOR ADOPTION AND APPROVAL                          

Each outstanding share of BCTI common stock entitles its holder to one vote on  
all matters properly coming before the special meeting. Any stockholder entitled
to vote may vote either in person or by properly executed proxy. A majority of  
the outstanding shares of common stock entitled to vote, represented in person  
or by proxy, will constitute a quorum at the special meeting. Abstentions and   
broker non-votes (i.e., shares held by brokers in "street name", voting on      
certain matters due to discretionary authority or instructions from the owner,  
but not voting on other matters due to lack of authority to vote on such matters
without instructions from the owner) are counted for the purpose of establishing
a quorum at the special meeting. The merger agreement must be adopted and       
approved by the holders of at least a majority of the outstanding shares of BCTI
common stock. Abstentions and broker non-votes will have the effect of a vote   
"AGAINST" adoption and approval of the merger agreement. Votes will be tabulated
by our transfer agent, Mellon Shareholder Services.                             

On _______, 2002, the record date for the special meeting, there were ______    
holders of record of BCTI common stock, and 5,121,471 shares of BCTI common     
stock outstanding, 2,690,282 of which were owned by the acquisition group,      
representing approximately 52.6% of the total number of shares entitled to vote 
at the special meeting. As a result, the acquisition group possesses sufficient 
voting power to control the matters presented to a vote at the special meeting, 
including the ability to adopt and approve the merger agreement and the         
transactions contemplated by the merger agreement. The acquisition group has    
indicated that it intends to vote all of the BCTI common stock owned by it "FOR"
the adoption and approval of the merger agreement and the transactions          
contemplated by the merger agreement. Therefore, you should expect that the     
merger agreement and the transactions contemplated by the merger agreement,     
including the merger, will be adopted and approved at the special meeting.      
Likewise, unless a condition to the consummation of the merger is not satisfied 
and Phoenix does not waive such condition, you should also expect that          
transactions contemplated by the merger agreement, including the merger, will be
completed.                                                                      

The adoption and approval of the merger by a majority of the holders of         
outstanding shares of BCTI common stock who are unaffiliated with the           
acquisition group is not required.                                              

VOTING AND REVOCATION OF PROXIES                                                

All shares of BCTI common stock represented by properly executed proxies        
received prior to or at the special meeting and not revoked will be voted in    
accordance with the instructions indicated in such proxies. If no instructions  
are indicated, such proxies will be voted for the proposal to adopt and approve 
the merger agreement and to adjourn the special meeting, if necessary.          

If you have given a proxy, you may revoke it by:                                

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         o        delivering to Michael R. Hull, our Chief Financial Officer, at
            our executive offices at 3000 Northeast 30th Place, Fort
                Lauderdale, FL 33306, Fifth Floor, on or before the business
                 day prior to the special meeting, a later dated, signed proxy
card or a written revocation of such proxy; 

   o        delivering a later dated, signed proxy card or a written
revocation to us at the special meeting;    

 o        attending the special meeting and voting in person; or

         o        if you have instructed a broker to vote your shares, following
            the directions received from your broker to change those
                  instructions. Revocation of the proxy will not affect any vote
                previously taken. Attendance at the special meeting will not
                 in itself constitute the revocation of a proxy; to revoke you
                 must vote in person at the meeting. Our board of directors is
                not currently aware of any business to be brought before the
           special meeting other than that described in this proxy
                statement. No proxies marked "AGAINST" the proposal to adopt
                and approve the merger agreement will be voted in favor of a
             motion to adjourn or postpone the special meeting for the
                  purpose of soliciting further proxies in favor of adoption and
approval of the merger agreement.           

SOLICITATION OF PROXIES                                                         

We will bear the expenses in connection with the solicitation of proxies. Upon  
request, we will reimburse brokers, dealers and banks, or their nominees, for   
reasonable expenses incurred in forwarding copies of the proxy material to the  
beneficial owners of shares of BCTI common stock which such persons hold of     
record. Solicitation of proxies will be made principally by mail. Proxies may   
also be solicited in person, or by telephone or facsimile, by our officers and  
regular employees. Such persons will receive no additional compensation for     
these services, but will be reimbursed for any transaction expenses incurred by 
them in connection with these services. We will not solicit proxies over the    
Internet.                                                                       

We are mailing this proxy material to BCTI stockholders on or about             
____________, 2002.                                                             

COMPARATIVE MARKET PRICE DATA                                                   

The table below sets forth the high and low closing prices for the BCTI common  
stock (ticker symbol "BCTI"), as reported on the Nasdaq National Market through 
September 9, 2001 for the fiscal quarters indicated, and the high and low bid   
quotations for the BCTI common stock on the Over-The-Counter Bulletin Board in  
the third quarter of fiscal 2002 through November 26, 2001. The high and low bid
quotations for the BCTI common stock represent prices between broker-dealers,   
and do not include retail mark-ups or mark-downs or any commission to the       
broker-dealer and may not represent actual transactions.                        

COMMON STOCK                                                  HIGH       LOW    

Fiscal 2002                                                                     

First Quarter                                                 $1.62     $0.93   

Second Quarter                                                 1.30      0.57   

Third Quarter (through November 26, 2001)                      0.80      0.50   

Fiscal 2001                                                                     

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First Quarter                                                 $2.69     $2.19   

Second Quarter                                                 2.50      2.00   

Third Quarter                                                  2.22      1.37   

Fourth Quarter                                                 2.12      1.31   

Fiscal 2000                                                                     

First Quarter                                                 $3.75     $2.63   

Second Quarter                                                 3.12      2.31   

Third Quarter                                                  2.44      1.81   

Fourth Quarter                                                 3.62      2.06   

The average closing price of BCTI common stock for the one year period through  
November 26, 2001 was $1.07 per share. On November 26, 2001, the last day on    
which shares of BCTI common stock were traded prior to BCTI's announcement of   
the execution of the merger agreement, the closing price of the BCTI common     
stock was $0.60. On _________, 2001, the most recent trading day prior to the   
date of this proxy statement, the closing price of the BCTI common stock was    
$________.                                                                      

DIVIDEND POLICY                                                                 

We have never declared any cash dividends on our common stock and have no       
present intention to declare or pay cash dividends on our common stock in the   
foreseeable future. While there are no restrictions on our ability to declare   
dividends, we anticipate that in the future, earnings will be retained to       
finance our operations. Any decision as to the future declaration of dividends  
on our common stock will depend on the results of operations and our financial  
condition and such other factors as our board of directors, in its discretion,  
deems relevant.                                                                 

SELECTED FINANCIAL INFORMATION                                                  

       The following table sets forth our selected financial information for
each of the last five fiscal years in the five year period ended February 28,   
2001 and selected financial information for the six months ended August 31, 200.
The financial information for the years in the five year period ended February  
28, 2001, is derived from our financial statements which have been audited by   
PricewaterhouseCoopers, LLP, independent certified public accountants. The      
unaudited selected financial information presented below, as of and for the six 
months ended August 31, 2001 is derived from our unaudited financial statements.
The financial data set forth below should be read in conjunction with our       
audited and unaudited financial statements and the"Management's Discussion and  
Analysis of Financial Condition and Results of Operations" in BCTI's Annual     
Report on Form 10-K for the year ended February 28, 2001 and in BCTI's Quarterly
Report on Form 10-Q for the quarters ended May 31 and August 31, 2001, which are
incorporated by reference in this proxy statement. The financial data set forth 
below also should be read in conjunction with BCTI's audited consolidated       
financial statements as of February 28, 2001 and for each of the years in the   
three-year period ended February 28, 2001. No pro forma data giving effect to   
the merger is provided because BCTI does not believe such information is        
material to stockholders in evaluating the merger and the merger agreement since
the merger consideration will be paid to BCTI's public stockholders solely in   
cash and BCTI's public stockholders will no longer have any equity interest in  
BCTI if the merger is completed                                                 

(Amounts in thousands, except per share information).                           

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