8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):

                                 August 15, 2001
                                 ---------------


                             BCT INTERNATIONAL, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                 0-10823                     22-2358849
            --------                 -------                     ----------
(State or other jurisdiction    (Commission File             (I.R.S. Employer
       of incorporation)             Number)                Identification No.)

                       3000 N.E. 30/th/ Place, 5/th/ Floor
                         Fort Lauderdale, Florida 33306
                         ------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (954) 563-1224
                                 --------------
               (Registrant's telephone number including area code)

Item 5. Other Information

     As recently reported in its Schedule 13D, Phoenix Group of Florida, Inc., a
Nevada corporation ("Phoenix") controlled by our Chairman and Chief Executive
Officer William A. Wilkerson ("Wilkerson"), has acquired 2,415,454 shares of our
common stock, and as a result owns 46.1% of our outstanding voting shares.
Phoenix borrowed certain funds pursuant to a $2,000,000 bank credit facility to
acquire some of the shares, as reported in the Schedule 13D disclosure.

     As a condition of the borrowing, we agreed to provide a corporate guaranty,
including a pledge of substantially all of our assets. Mr. Wilkerson requested
that the Company provide this guaranty. We formed a Special Committee of the
Board of Directors consisting of Jeffrey Hewson and Phil Pisciotta to consider
this request. Acting on the Special Committee's recommendation, we entered into
an agreement with Phoenix and Wilkerson (the "Phoenix Agreement") to provide the
corporate guaranty on the conditions that:

     1.   The last year of Wilkerson's employment agreement with the Company was
          eliminated, so that the agreement will now terminate on February 28,
          2002.



     2.   Wilkerson and Phoenix, jointly and severally, agreed to (i) grant the
          Company an assignable one-year option to repurchase all of the shares
          of our common stock bought with the borrowed funds at the same price
          paid by Phoenix and (ii) pay our expenses incurred in connection with
          the transaction described below, unless (a) Wilkerson and/or Phoenix
          make an offer (which may be contingent upon the receipt of financing)
          on or before September 30, 2001, to purchase for cash all of our
          shares which are held by all of our other shareholders, and providing
          for a closing of that transaction on or before April 15, 2002 and (b)
          such transaction closes on terms deemed "fair" to us and our
          shareholders by the Special Committee.

     3.   Wilkerson and Phoenix, jointly and severally, agreed to immediately
          reimburse us and our subsidiary (Business Cards Tomorrow, Inc.) for
          all payments we (and our subsidiary) make pursuant to the corporate
          guaranty described above. As collateral for their reimbursement
          obligations, Wilkerson and Phoenix granted to the Company a first
          priority security interest in any and all shares of our common stock
          which Phoenix purchases with the borrowed funds and a subordinated
          security interest in the 935,382 shares of our stock already owned by
          Phoenix and pledged to the bank.

     The foregoing is merely a summary of certain of the terms of the Phoenix
Agreement and does not purport to be a complete statement of the terms,
conditions or provisions of the Agreement. A copy of the Phoenix Agreement is
included as Exhibit 2.1 to this report.



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                      BCT INTERNATIONAL, INC.

August 31, 2001                       By: /s/ Michael R. Hull
                                          --------------------------------------
                                          Michael R. Hull, Vice President and
                                          Chief Financial Officer









                                 EXHIBIT INDEX

EXHIBIT                    DESCRIPTION
- -------                    -----------

2.1             Agreement among BCT International, Inc., Business Cards
                Tomorrow, Inc., Phoenix Group of Florida, Inc., and William A.
                Wilkerson dated as of August 9, 2001

EX-2.1

                                    AGREEMENT

     This Agreement is dated as of August __, 2001, among BCT International,
Inc., a Delaware corporation and its wholly-owned subsidiary Business Cards
Tomorrow, Inc., a Florida corporation (collectively, the "Company"), Phoenix
Group of Florida, Inc., a Nevada corporation ("Phoenix") and William A.
Wilkerson ("Wilkerson").

     WHEREAS, Wilkerson is Chairman and Chief Executive Officer of the Company
and President and sole shareholder of Phoenix and has requested the Company to
enter into a continuing and unconditional guaranty (the "Guaranty") in favor of
Bank of America, N.A. (the "Bank") unconditionally guaranteeing the payment of
Phoenix's debt to the Bank pursuant to the $2,000,000 loan (the "Loan") as set
forth in the loan agreement, promissory note and other related documents of even
date (collectively, the "Loan Documents") and has requested that the Company, to
secure its obligations under the Guaranty, pledge substantially all of its
assets to the Bank;

     WHEREAS, Wilkerson has requested that the Company enter into the Guaranty
in order to facilitate a series of transactions (collectively, the
"Transaction") culminating in the acquisition of all of the shares of the
Company by Phoenix (or its affiliates), with Phoenix as the surviving
corporation, such that the Company shareholders other than Phoenix would receive
cash in exchange for their Company shares on terms deemed "fair" to the
shareholders by the special committee of the Company's Board of Directors (the
"Special Committee");

     WHEREAS, the Special Committee has recommended that the Company enter into
the Guaranty and related loan documents in order to facilitate the Transaction
provided that Wilkerson and Phoenix agree to the terms hereof, and Wilkerson and
Phoenix are agreeable to same.

     NOW THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree that the foregoing recitals
are true and correct and further agree as follows:

     1. Immediately upon the execution of this Agreement, the Company shall
execute and deliver the Guaranty, the related Security Agreement and such other
documents as the Bank shall reasonably request in connection with the Loan.

     2. In consideration of the Company's execution and delivery of the Guaranty
and related Loan Documents, Wilkerson and Phoenix agree to the following:

        A.   Wilkerson's Employment Agreement with the Company dated as of
             March 1, 1993, as amended on June 12, 1997, is hereby amended to



               change the termination date set forth in section 3 thereof to
               February 28, 2002.

          B.   On or before September 30, 2001, Phoenix shall make a firm offer
               (which may be contingent upon the receipt of financing) to
               purchase for cash all of the Company's shares held by persons
               other than Phoenix(or its affiliates). The offer shall provide
               for a closing of the Transaction on or before April 15, 2002.

          C.   If the Transaction does not close on terms deemed "fair" to the
               Company and its shareholders by the Special Committee by April
               15, 2002, or Phoenix fails to make the required firm offer by
               September 30, 2001, then Wilkerson and Phoenix, jointly and
               severally, will, within 30 days after the expiration of the
               applicable deadline, reimburse the Company for all of its legal
               and other expenses incurred in connection with the Transaction,
               and, immediately upon the expiration of the deadline Phoenix will
               grant to the Company an assignable one-year option to repurchase
               all of the shares of Company common stock bought with the Loan
               proceeds at the same price paid by Phoenix.

     3.   Notwithstanding the foregoing, the April 15, 2002, deadline for
closing of the Transaction will be subject to extension until no later than May
31, 2002, in the event of unreasonable delays caused by third parties beyond the
control of Wilkerson and Phoenix, including, but not limited to, the Securities
and Exchange Commission.

     4.   Wilkerson and Phoenix, jointly and severally, agree to pay to the Bank
when and as due any and all obligations under the Loan Documents. In the event
that the Bank demands that the Company make any payment in connection with the
Loan Documents and such payment is made, then Wilkerson and Phoenix shall,
jointly and severally, reimburse the Company for each such payment immediately
upon demand by the Company. Interest shall accrue at an annual rate of 10% from
the applicable due date on all of Wilkerson's and Phoenix's reimbursement
obligations under this Agreement.

     5.   In order to secure the obligations of Wilkerson and Phoenix to the
Company hereunder, Phoenix agrees to grant to the Company a first priority
security interest in any and all shares of the Company's common stock purchased
with Loan proceeds. This pledge shall be reflected in a security agreement in
the form attached as Exhibit "A." As additional security for the obligations of
Wilkerson and Phoenix hereunder, Phoenix agrees to grant to the Company a second
priority security interest (junior to the Bank's security interest) in the
935,382 shares of Company stock now owned by Phoenix pursuant to a security
agreement in the form attached as Exhibit "B."

     6.   The Company, in its sole discretion, shall be entitled to set off any
and all amounts owed by Wilkerson or Phoenix under this Agreement against any
and all obligations of



the Company to Wilkerson or Phoenix.

         7. In the event of litigation arising under this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party its
reasonable attorneys fees and expenses incurred in connection with such
litigation at all levels.

         8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.


                             BCT INTERNATIONAL, INC.


                             By:______________________________________________
                                     Jeffrey Hewson, Director



                             BUSINESS CARDS TOMORROW, INC.

                             By:______________________________________________
                                     Jeffrey Hewson, Director



                             PHOENIX GROUP OF FLORIDA, INC.

                             By:______________________________________________
                                     William A. Wilkerson, President



                                ______________________________________________
                                     William A. Wilkerson