<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended June 27, 1997.
                               ------------- 

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                 to                .
                                    ---------------    ---------------

Commission file number 0-18237
                       -------

                         VIKING OFFICE PRODUCTS, INC.
                     ------------------------------------
            (Exact name of registrant as specified in its charter)

         California                                         95-2082946
        ------------                                       ------------
   (State or other jurisdiction of                         (IRS Employer
   incorporation or organization)                        Identification No.)

      950 West 190th Street, Torrance, California               90502
      -------------------------------------------            ------------
       (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (310) 225-4500
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(g) of the Act:

                                 Common Stock
                           ------------------------
                               (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                                                Yes  X   No
                                                                    ---     ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K.  [X]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the closing sales price as reported on
The Nasdaq National Market on September 18, 1997, is approximately
$1,810,280,592. In determining the market value of the voting stock held by non-
affiliates, shares of Common Stock beneficially owned by each executive officer
and director have been excluded. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:

                                         Number of shares outstanding on
           Class                                September 18, 1997
           -----                         -------------------------------
       Common Stock                             84,039,343 shares
                                                ----------

                      DOCUMENTS INCORPORATED BY REFERENCE

     Information required by Items 5, 6, 7 and 8 of this form is incorporated by
reference from the registrant's Annual Report to Shareholders for the fiscal
year ended June 30, 1997.

     Pursuant to General Instruction G(3) to this form, the information required
by Part III (Items 10, 11, 12 and 13) hereof is incorporated by reference from
the registrant's definitive Proxy Statement for its Annual Meeting of
Shareholders scheduled to be held on November 13, 1997.
<PAGE>
 
                             CROSS REFERENCE SHEET

     The following table identifies information incorporated by reference into
Part II of this report from the registrant's Annual Report to Shareholders for
the fiscal year ended June 30, 1997 (the "Annual Report")/1/:


<TABLE> 
<CAPTION> 

PART II ITEM                  INCORPORATED BY REFERENCE FROM
------------                  ------------------------------
<S>                           <C> 
Item 5.  Market for the       Annual Report section entitled "Securities
-------                       Information" (page 38).
Registrant's Common Stock 
and Related Stockholder 
Matters

Item 6.  Selected             Annual Report section entitled "Financial
------                        Highlights" (page 2).
Financial Data    

Item 7.  Management's         Annual Report section entitled "Management's
------                        Discussion and Analysis of Financial Condition
Discussion and Analysis       and Results of Operations" (pages 21 through 23).
of Financial Condition and  
Results of Operations     

Item 8.  Financial            Pages 24 through 37 of the Annual Report. 
------                                                                        
Statements and 
Supplementary Data
</TABLE> 

---------------
/1/  Viking utilizes a 52 or 53 week fiscal year ending on the last Friday in
     June. For clarity of presentation, Viking has described all periods
     presented as if the years ended on June 30.
<PAGE>
 
                                    PART I

ITEM 1:   BUSINESS
          --------

GENERAL

     Viking Office Products, Inc. ("Viking") sells office products to small and
medium-sized businesses in the United States, Europe and Australia through
innovative direct marketing catalogs and aggressive database marketing programs.
Viking's target customers are businesses with less than 100 employees, and
Viking has become one of the largest direct marketers of office products to
these businesses.

     Viking offers a comprehensive selection of over 10,000 office products,
including general office supplies, computer supplies, paper products, office
furniture, selected business machines, janitorial and safety supplies and
presentation supplies. Viking's strategy emphasizes frequent mailings of a
variety of distinctive full color catalogs, "fanatical customer service", prompt
order fulfillment and discounted prices. Viking believes that the majority of
its sales are made in a range from 30% to 50% below manufacturers' suggested
list prices. Viking uses data base marketing techniques to personalize many of
its mailings.

     In the United States, Viking operates four full-service and six satellite
distribution centers that are strategically located to serve customers
throughout the 48 contiguous states, including a new satellite facility in
Denver, Colorado (opened in March 1997). Viking's satellite facilities serve
primarily as order fulfillment centers and perform a smaller range of functions
than Viking's full-service centers. Each satellite facility is supported by a
full-service distribution center in a neighboring region.

     In Europe, Viking operates full-service distribution centers in Leicester,
England, which opened in fiscal 1991, London, England, which opened in July
1994, and Dublin, Ireland, which opened in December 1995. Since fiscal 1992,
Viking has operated a full-service distribution center in Paris, France, serving
France, Belgium and Luxembourg. Since April 1995, Viking has operated a call
center in Venlo, Holland, serving The Netherlands, Germany and Austria. Viking's
Venlo facility also serves as Viking's European headquarters, housing corporate
and administrative offices. Viking opened a separate satellite distribution
center in Utrecht, Holland, in August 1996. In November 1995, Viking opened a
satellite distribution center near Frankfurt, Germany, and, in December 1996,
opened a satellite distribution center in Munich, Germany, which also handles
cross-border shipping into Austria. In August 1997, Viking opened a satellite
distribution center in Manchester, England, and anticipates opening a
distribution center and a call center in Italy during fiscal 1998. Viking
intends to continue to evaluate a further expansion of its European operations,
including cross-border shipping into other countries.

     In Australia, Viking operates a full-service distribution center in Sydney,
which opened in November 1993, and a satellite distribution center in Melbourne,
which opened in January 1996.

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information regarding capital expenditures incurred
in connection with the expansion of Viking's European and Australian operations.
<PAGE>
 
     For the fiscal year ended June 30, 1997, Viking had revenues of $1.3
billion, with $472.2 million generated from operations in the United States,
$749.2 million from operations in Europe and $64.9 million from operations in
Australia. Sales by Viking's foreign businesses are made in the local currencies
and translated into U.S. dollars for financial statement presentation.
Therefore, the results of foreign subsidiaries included in Viking's consolidated
financial statements are affected by fluctuations in the value of the U.S.
dollar as compared to the local currencies of the foreign subsidiaries. For
financial information about Viking's operations by geographic segment, see Note
9 of Notes to Consolidated Financial Statements incorporated by reference in
Item 8 of this report.

     Viking was organized as a California corporation in 1960. Viking is
currently in the process of relocating its principal executive offices to its
new world headquarters at 950 West 190th Street, Torrance, California 90502.
Viking's telephone number is (310) 225-4500. As used herein, the term "Viking"
refers to Viking Office Products, Inc., its wholly-owned subsidiaries and its
predecessor, unless otherwise indicated.

CATALOG PUBLICATION

     GENERAL

     Viking uses its various catalogs to market directly to both existing and
prospective customers. Each catalog is printed in full color with an effective
selling presentation, including pictures and narrative descriptions that
emphasize key product benefits and features. In addition, in most countries, the
catalogs typically compare the manufacturers' suggested list price with Viking's
discount price to illustrate the savings offered. Viking has developed a
consistent and distinctive style for its catalogs. The catalogs are produced in-
house by Viking's designers, writers and production artists and are printed by a
commercial printer. Viking uses a computer based catalog creation system for the
development of all of its catalogs. The system reduces the time required to
produce a catalog and provides for greater flexibility and creativity in catalog
production.

     CATALOG PROGRAMS

     Viking's regular catalog mailings include a monthly sale catalog, which is
mailed to all active customers and contains Viking's most popular items, and
specialty catalogs which are delivered to selected customers monthly. Selected
items in these catalogs are offered at sale prices reduced from Viking's regular
discount prices. A complete "Buyers Guide" is delivered to customers every six
months and contains all of the products offered by Viking at its regular
discount prices. The current edition of Viking's Buyers Guide for United States
customers is over 560 pages and features over 10,000 items, while the Buyers
Guides for Europe and Australia are somewhat smaller. Prospecting catalogs with
sale prices specially designed to acquire new customers are mailed frequently.

     Viking currently has 13 different specialty catalogs, including catalogs
dedicated to office furniture, computer supplies, custom printed business forms
and stationery, paper products, shipping and warehouse supplies (including
cleaning and janitorial products) and presentation

                                      -2-
<PAGE>
 
supplies (including transparencies and overhead slides). Other specialty
catalogs are being considered and may be introduced in the future. Substantially
all of Viking's specialty catalogs have been introduced in the United Kingdom
and France, and are being gradually introduced throughout the remainder of
Viking's European and Australian markets. During fiscal 1997, Viking introduced
an electronic catalog on the Internet for United States customers, and
international customers can also obtain local catalogs using the Internet.

     During fiscal 1997, Viking mailed approximately 191 million copies of over
100 different catalogs, with approximately 55% mailed to existing customers. The
following table shows the approximate number of catalogs mailed by Viking during
the five years ended June 30, 1997:

<TABLE>
<CAPTION>
                                                   YEAR ENDED JUNE 30,
                                      ----------------------------------------------
                                       1993     1994      1995      1996      1997
                                      ------   -------   -------   -------   -------
<S>                                   <C>      <C>       <C>       <C>       <C>
                                                      (In thousands)
Existing customers.................   41,970    56,507    74,091    81,255   104,967
Prospects and inactive customers...   53,961    59,784    66,583    73,897    86,021
                                      ------   -------   -------   -------   -------
  Total catalogs mailed............   95,931   116,291   140,674   155,152   190,988
                                      ======   =======   =======   =======   =======
</TABLE>

MARKETING

     Viking's marketing programs are designed to attract new customers and to
stimulate additional purchases from existing customers. The following table
shows certain information with respect to Viking's customer population during
the five years ended June 30, 1997:

<TABLE>
<CAPTION>
                                                             YEAR ENDED JUNE 30,
                                        --------------------------------------------------------------
                                           1993         1994         1995         1996         1997
                                        ----------   ----------   ----------   ----------   ----------
<S>                                     <C>          <C>          <C>          <C>          <C>
Total active customers (1)...........    1,010,000    1,240,000    1,530,000    1,918,000    2,235,000
Average annual revenues per active
 customer (during the fiscal year)...         $445         $456         $531         $550         $576
</TABLE>

________________
(1)  An active customer has made at least one purchase during the preceding 12
     months.

     Viking continuously acquires new customers by selectively mailing specially
designed catalogs to prospective customers. Viking obtains the names of
prospective customers through the rental of selected mailing lists from outside
marketing information services and other sources. These lists include business
buyers of noncompeting direct mail companies, subscribers to business
publications and compiled business names.

     After placing an initial order, a new customer receives additional catalogs
and other mailings to stimulate continued product purchases. Generating follow-
on orders is an important aspect of Viking's marketing program since the costs
incurred in acquiring new customers from a particular mailing exceed the profit
generated by that mailing. Viking's catalog mailings to its existing customer
base have always been profitable and currently account for more than 70% of its
revenue.

                                      -3-
<PAGE>
 
     Inkjet technology and proprietary software programs developed by Viking are
used to imprint personalized offers on catalogs for individual customers based
on information in Viking's customer database. Viking also uses prospecting
catalogs which include a personalized message specially designed for the
recipient of the catalog. Viking has continued to develop and expand the use of
personalized database marketing programs, and Viking intends to continue to
develop and enhance these programs. Currently, approximately one-half of all
catalogs mailed by Viking in the United States include a personalized message
for the recipient. Viking has also introduced personalized database marketing
programs in Europe and Australia.

     Viking uses sophisticated proprietary information systems to analyze the
results of individual catalog mailings and uses the information derived from
these analyses to target future mailings. Through this analysis, Viking can
capture and measure its cost to acquire new customers and then compare such cost
to the profitability of future business that can be expected from a typical
customer from this category based upon Viking's prior experience. Viking also
uses its information systems to update and segment its proprietary customer
database by capturing and analyzing customer response to specific catalog
mailings through criteria such as recency and frequency of purchases, the dollar
amount of orders and specific products ordered. Viking can then adjust its
mailings in order to achieve improved response and profitability and to develop
personalized offers for Viking's database marketing programs. In addition,
Viking uses these systems to analyze the performance of each product and product
family, enabling Viking to strengthen the merchandising of its catalogs and to
determine the placement and space devoted to each product in a catalog.

DISTRIBUTION CENTERS

     GENERAL

     Viking currently maintains ten distribution centers in the United States,
seven in Europe and two in Australia. Viking believes that, as a result of its
network of distribution centers, it is within one or two business days' surface
delivery of over 95% of the small and medium-sized businesses in the continental
United States, the United Kingdom, Ireland, France, The Netherlands and Germany.
Viking also believes that its use of regional distribution centers enhances
Viking's domestic marketing efforts due to a preference on the part of many
customers to obtain products from local or regional sources. Viking opened a
satellite distribution center in Manchester, England, in August 1997, and
anticipates opening a distribution center and a call center in Italy in fiscal
1998. Other satellite distribution centers are being considered for the United
States and elsewhere.

     Each distribution center maintains a complete inventory of the products
offered to Viking's customers other than custom printed items and large
furniture. Furniture such as chairs, chair mats and typing stands, which may be
shipped by national parcel carriers, is stocked at each distribution center.
Larger furniture, such as desks and filing cabinets, is shipped primarily from
the manufacturer directly to Viking's customer. Viking has entered into
arrangements with its furniture suppliers intended to assure that shipment is
made within five business days of the receipt of the customer's order.

                                      -4-
<PAGE>
 
     ORDER ENTRY AND FULFILLMENT

     Viking attempts to make purchasing office products as convenient as
possible for small and medium-sized businesses. Since many customer orders are
received by telephone, the efficient handling of calls is an extremely important
aspect of Viking's business. Viking offers a toll-free telephone number which
automatically directs calls to the full-service call center closest to the
customer or, if all order entry representatives at the local call centers in the
United States are busy, to an overflow call center. Calls are received by well-
trained order entry representatives who utilize personal computer workstations
to enter customer orders into the fully computerized order processing systems.
The order entry representatives use these systems, including proprietary
applications developed by Viking, to access detailed data about all of Viking's
products, pricing, promotions and each customer's order history in order to
provide better service, answer customer questions and suggest additional
products that could be used with the products ordered. In addition to telephone
orders, Viking also receives orders by mail and through toll-free fax lines.

     Viking has achieved efficiencies in order entry and fulfillment which
permit the shipment of over 98% of all orders on the day received and the
shipment of substantially all remaining orders on the following business day.
Viking has installed an automated fulfillment system in three of its facilities
in Europe and two in the United States, and plans to install this system in
additional facilities in the United States, Europe and Australia during fiscal
1998. Viking believes that the new automated fulfillment system, which uses
conveyors to fill orders into environmentally friendly packaging, minimizes
breakage, improves productivity and expands the capacity of the distribution
centers.

     Viking provides same-day delivery to customers located in the vicinity of
its distribution centers in the United States, Europe and Australia, with
delivery typically made within four hours of Viking's receipt of the order. This
service is provided without additional charge on orders meeting a minimum
amount. During fiscal 1998, Viking intends to expand the geographic areas served
by this program.

     Orders generally are shipped by national parcel carriers, various freight
lines and local carriers. Because customers are serviced from the nearest
distribution center, Viking estimates that most customers receive their orders
(other than custom printed items and large furniture shipped directly by the
manufacturer) on the same day or within one or two business days of the order
date. Back orders, i.e., orders for products which are not in stock at the
distribution center where the order is taken, average less than 1% of total
orders. Viking provides free delivery on all orders exceeding an applicable
minimum order amount, which varies by country.

     CUSTOMER SERVICE

     Viking believes that exceptional customer service and customer relations
are key elements of its marketing program. Viking trains its order entry and
customer relations representatives to provide prompt, efficient and courteous
service to all customers. In addition to providing toll-free ordering, Viking
maintains a separate toll-free customer service telephone number.

     As part of its commitment to customer service, Viking allows a product to
be returned for any reason whatsoever, free of charge, within 30 days after the
date of purchase, and Viking

                                      -5-
<PAGE>
 
provides a one-year guarantee on all products. At the customer's request, Viking
will arrange for the pick-up of products to be returned and pay all return
shipping costs. Management believes that Viking's convenient return policies
help overcome a customer's initial reluctance to ordering products from a
catalog. For the fiscal years ended June 30, 1997 and June 30, 1996, total
returns and allowances were approximately 5.6% and 6.1% of gross sales,
respectively.

MERCHANDISING

     Viking offers a comprehensive selection of over 10,000 office products,
including general office supplies, computer supplies, paper products, office
furniture, selected business machines, janitorial and safety supplies and
presentation supplies. Merchandise consists largely of brand name items, but
also includes certain items, such as xerographic paper, legal pads and ring
binders, which meet Viking's quality standards and are offered under the Viking
label. Viking's merchandising strategy is to maintain a product selection broad
enough to satisfy its customers' everyday office needs and to offer these
products at discount prices. Viking believes that the majority of its sales are
made at prices in a range of 30% to 50% below manufacturers' suggested list
prices. The following table shows sales by each major product group as a
percentage of total sales for fiscal 1995, 1996 and 1997:

<TABLE>
<CAPTION>
                                                        PERCENTAGE OF SALES
                                                       ----------------------
                                                        YEAR ENDED JUNE 30,
                                                       ----------------------
                                                        1995    1996    1997
                                                       ------   -----   -----
<S>                                                    <C>      <C>     <C>
General office supplies and business machines (1)...      73%     75%     74%
Computer supplies (2)...............................      16      17      18
Furniture (3).......................................      11       8       8
                                                        ----    ----    ----
                                                         100%    100%    100%
                                                        ====    ====    ====
</TABLE>

_______________
(1)  Business machines offered by Viking include calculators, adding machines,
     typewriters, telephones, facsimile machines and compact copiers.
(2)  Includes paper, diskettes, ribbons, furniture and other computer-related
     supplies and accessories.
(3)  Includes chairs, desks, tables, partitions and filing and storage cabinets.

PURCHASING

     Viking purchases substantially all of its products in large volumes
directly from manufacturers, who deliver the merchandise to Viking's
distribution centers. Viking believes that, because of its volume purchases, it
has significant bargaining power with its suppliers that has enabled it to
benefit from favorable pricing, promotional allowances and payment and delivery
terms. Certain vendors provide advertising allowances to Viking to promote and
increase sales of their products. Generally, Viking has been able to return most
unsold or obsolete inventory to the manufacturer, resulting in negligible
inventory write-offs. Viking uses electronic data interchange ("EDI") programs
to purchase products from many of its suppliers.

     A substantial portion of Viking's purchases are concentrated with a
relatively small number of suppliers. However, Viking believes that alternative
sources of supply are available for virtually every product it carries.
Notwithstanding the availability of alternative sources of supply, Viking

                                      -6-
<PAGE>
 
believes that customer brand preference is an important factor in the purchase
of certain office products and that its competitive position is enhanced by the
inclusion of popular brand name items in its catalogs. Viking considers its
relationships with its suppliers to be excellent and has not experienced any
difficulty in obtaining brand name products.

MANAGEMENT INFORMATION SYSTEMS

     Viking has committed significant resources to the development of a
sophisticated proprietary computer system involving all aspects of Viking's
business. Each full-service regional distribution center processes order entry,
order fulfillment, inventory management and customer service functions. By
handling all order entry and fulfillment functions regionally, Viking can
provide faster order entry and fulfillment and better customer service. Viking
believes that, because of its distributed structure and centralized control, the
loss of any regional computer system would not have a material impact on its
operations. Data processing operations at Viking's European and Australian
distribution centers generally are handled in the same manner as domestic data
processing operations.

COMPETITION

     Viking operates in a highly competitive environment. In its targeted market
of small to medium-sized businesses, Viking believes that its principal
competitors are other direct marketing companies, traditional office products
dealers and office products superstores. To a lesser extent, Viking also
competes with contract stationers, which traditionally serve larger businesses,
mass merchandisers and warehouse clubs. Some of Viking's competitors are larger
and have greater financial resources and buying power than Viking.

     Viking believes that its competitive position is enhanced by its ability to
satisfy its customers' office products needs with a wide variety of quality,
brand name merchandise, its discount prices and its strong commitment to
customer service. Viking believes that its customer service performance has
enabled it to compete effectively against other direct marketers of office
products, some of which offer comparable products at prices lower than those
usually charged by Viking. Viking believes that it has two principal
competitors, Quill Corporation and The Reliable Corporation (a subsidiary of
Boise Cascade Office Products), in the direct marketing segment of the domestic
office products industry. Several office products superstores, including Staples
and Office Depot, also have direct marketing catalogs that compete with Viking.

     Direct marketing of office products in the United Kingdom is much less
common than in the United States. Viking believes that its principal direct
marketing competitor in the United Kingdom is Neat Ideas, a subsidiary of Boise
Cascade Office Products. Direct marketing of office products is well-established
in France, and Viking has encountered strong competition from existing direct
marketing companies. Viking believes that its principal direct marketing
competitors in France are J.M. Bruneau, JPG (a subsidiary of Boise Cascade
Office Products), and Gaspard and Guilbert. In Germany, where sales of office
products have typically been handled by many small, independent distributors,
Viking believes that its principal direct marketing competitor is Printus.
Viking believes that direct marketing of office products did not exist in
Australia to any material extent prior to Viking's entry into that market, but
several contract

                                      -7-
<PAGE>
 
stationers from the United States, including Boise Cascade, Corporate Express
and U.S. Office Products, have expanded operations in Australia during fiscal
1997.

     The office products industry in the United States has experienced increased
competition in recent years due to the emergence and rapid growth of office
products superstores. Superstores offer a wide variety of office products in a
warehouse-type setting at prices that are lower than those typically offered by
Viking. Superstores are continuing to increase their share of the office
products market and their presence has increased in Europe and Australia over
the past several years. The expansion of the superstores has resulted in
increased price competition throughout the industry. Viking has responded to
this increased competition by selectively reducing prices and by aggressively
emphasizing Viking's free delivery, one-year guarantee and other benefits.
Viking believes that the presence of superstores will increase in all of
Viking's markets in the future, resulting in increased price competition.

EMPLOYEES AND EMPLOYEE TRAINING

     Viking places great emphasis on employee training and seeks to instill in
each employee a commitment to provide his or her best, honest and personal
service to every customer, large or small. Viking conducts advanced training
programs for all managers which impart and improve management skills. In
addition, Viking's executive officers meet with all employees at its call
centers and distribution centers at least once each year.

     Viking considers its relations with its employees to be excellent. At
September 2, 1997, Viking employed 3,226 persons on a full-time basis, of whom
628 were engaged in management and administration, 1,456 were engaged in order
processing, customer service, credit collection and creative services and 1,142
were engaged in warehouse and distribution operations. None of Viking's
employees is covered by a collective bargaining agreement.

STATE SALES TAXES

     Viking collects sales taxes only in the nine states in which it has
operating facilities in the United States. Viking sells products to customers in
all states of the United States other than Alaska and Hawaii. From time to time,
legislation has been proposed in Congress that would have the effect of
requiring Viking to collect and remit sales taxes in each state where sales are
consummated. The United States Supreme Court recently ruled that, unless
Congress enacts such legislation, vendors whose only contacts with the taxing
state are by mail or common carrier (i.e., direct marketing companies with no
physical presence in the state) are not required to collect and remit sales
taxes. Any changes in applicable law that would require Viking to collect sales
taxes in states where it has no physical presence would impose some additional
costs and administrative burdens.

                                      -8-
<PAGE>
 
ITEM 2:   PROPERTIES
          ----------

     Viking is in the process of moving into a 180,000 square foot facility
owned by Viking in Torrance, California. This facility will serve as Viking's
world headquarters and will house corporate and administrative offices, a call
center and certain other functions currently handled at Viking's Los Angeles
distribution center. Viking's previous headquarters were located in Gardena,
California, and consisted of approximately 54,000 square feet of office space.
These offices were occupied pursuant to a lease which expires in November 1997.

     Since April 1995, Viking has operated a call center in Venlo, Holland,
serving The Netherlands, Germany and Austria. Viking's Venlo facility, which
consists of approximately 77,000 square feet and is owned by Viking, also serves
as Viking's European headquarters, housing corporate and administrative offices.

     The following table sets forth certain information regarding Viking's
distribution centers:

<TABLE>
<CAPTION>
                                           SQUARE    OWNED OR
         LOCATION               TYPE        FEET      LEASED                LEASE TERM
-------------------------   ------------   -------   --------   -----------------------------------
<S>                         <C>            <C>       <C>        <C>
Los Angeles, CA(1)          Full-service   105,000    Leased    Expires in November 1998, with
                                                                option to renew for two successive
                                                                five year periods.

Carson, CA                  Warehouse       53,700    Leased    Expires in August 1998.

Hamilton (Cincinnati),      Full-service   125,000    Owned
 OH

Irving (Dallas), TX         Full-service    97,000    Leased    Expires in 1999, with option to
                                                                renew for an additional three year
                                                                term.

Hartford (East              Full-service   143,000    Leased    Expires in June 2006.
 Windsor), CT

Jacksonville, FL            Satellite       76,800    Owned

Tukwila (Seattle), WA       Satellite       75,000    Leased    Expires in February 2000, with
                                                                option to renew for three
                                                                successive three year periods.

Brooklyn Center             Satellite       51,000    Leased    Expires in April 2000, with
 (Minneapolis), MN                                              option to renew for two
                                                                consecutive two year periods.

Jessup, MD (Baltimore       Satellite       61,000    Leased    Expires in July 2000, with option
 and Washington,                                                to renew for two consecutive two
 D.C.)                                                          year periods.

Hayward (San                Satellite       59,600    Leased    Expires in February 2001, with
 Francisco), CA                                                 option to renew for two
                                                                consecutive three year periods.
</TABLE> 

                                                                -9-
<PAGE>
 
<TABLE>
<CAPTION>
                                           SQUARE    OWNED OR
         LOCATION               TYPE        FEET      LEASED                LEASE TERM
-------------------------   ------------   -------   --------   -----------------------------------
<S>                         <C>            <C>       <C>        <C>
Denver, CO                  Satellite       75,000    Leased    Expires in December 2003, with
                                                                option to renew for one three
                                                                year period.

Leicester, England(2)       Full-service   115,000    Leased    Expires in 2011.

Leicester, England(2)       Full-service    86,000    Owned

London, England             Full-service   128,000    Owned

Manchester, England         Satellite      117,000    Owned

Dublin, Ireland             Full-Service    63,000    Leased    Expires in August 2015.

Paris, France               Full-service   240,000    Leased    Expires in December 2003.

GroBostheim                 Satellite      149,000    Leased    Expires in June 2005, with option
 (Frankfurt), Germany                                           to renew for one five year period.

Munich, Germany             Satellite      178,000    Leased    Expires in October 2007.

Beesd (Utrecht), The        Satellite       90,000    Leased    Expires in 2006
 Netherlands

Rydalmere (Sydney),         Full-service    85,000    Leased    Expires in September 1998, with
 Australia(3)                                                   option to renew for one five year
                                                                period.

Laverton (Melbourne),       Satellite       66,600    Owned
 Australia

Milan, Italy                Warehouse       56,000    Leased    Expires in January 2003, with
                                                                option to renew for one six year
                                                                period.

Milan, Italy                Office          12,000    Leased    Expires in February 2003, with
                                                                option to renew for one six-year
                                                                period.
</TABLE>
___________________________
(1)  Upon completion of Viking's relocation to its new world corporate
     headquarters, this facility will be converted into a satellite distribution
     center.
(2)  These two facilities are located across the street from one another and
     together operate as Viking's Leicester full-service distribution center.
(3)  During fiscal 1996, Viking purchased property in North Rocks (Sydney),
     Australia, of which it uses approximately 32,000 square feet as corporate
     offices. Viking is currently building a new full-service distribution
     center on this property to be occupied in fiscal 1998 upon the expiration
     of the lease for the current facility.

     Viking believes that, taking into account the planned relocations described
above, its facilities are adequate for its current and near term operations.
For information regarding rental obligations, see Note 6 of Notes to
Consolidated Financial Statements incorporated by reference in Item 8 of this
report.

                                     -10-
<PAGE>
 
ITEM 3:   LEGAL PROCEEDINGS
          -----------------

     Viking is the defendant in an action that was filed on July 18, 1997, in
the Circuit Court of Cook County, Illinois, as Pandolfi, Topolski, Weiss & Co.
                                               -------------------------------
Ltd., et al, vs. Viking Office Products, Inc. The plaintiffs allege misleading
---------------------------------------------                                  
advertising with respect to Viking's insurance charges and are seeking to
obtain, on behalf of themselves and a purported class of other potential
plaintiffs, reimbursement for insurance charges paid by them over a four-year
period (estimated by plaintiffs to be $25 million), injunctive relief, interest
and costs of suit, including attorneys' fees. Viking believes that the action is
without merit and will not have a material adverse effect on the financial
position of Viking.

     Viking also is involved in various other legal proceedings arising in the 
normal course of its business. In the opinion of management, these matters will 
not, individually or in the aggregate, materially affect Viking's financial 
position or results of operations.

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

     No matters were submitted to a vote of Viking's security holders during the
fourth quarter of the fiscal year covered by this report.

SUPPLEMENTAL ITEM:  EXECUTIVE OFFICERS
                    ------------------

     As of September 18, 1997, the executive officers of Viking were:

<TABLE>
<CAPTION>
 
        NAME              AGE                         POSITION
-----------------------   ---   ----------------------------------------------------
<S>                       <C>   <C>
 
  Irwin Helford            63   Chairman of the Board and Chief Executive Officer
  M. Bruce Nelson          52   President and Chief Operating Officer
  Frank R. Jarc            55   Executive Vice President and Chief Financial Officer
  Mark R. Brown            48   Vice President, Information Systems
  Graham Cundick           37   Vice President, European Merchandising
  Mark Muir                35   Vice President, Marketing
  Ronald W. Weissman       60   Vice President, Logistics
  Charlotte Wiethoff       34   Vice President, Administration and Secretary
</TABLE>

     IRWIN HELFORD served as President since joining Viking in January 1984
until January 1996 and has served as Chairman of the Board and Chief Executive
Officer since September 1988.

     M. BRUCE NELSON joined Viking in January 1995 as Executive Vice President
and was elected Chief Operating Officer in July 1995 and President in January
1996. From 1990 until July 1994, Mr. Nelson was President and Chief Executive
Officer of BT Office Products USA. Mr. Nelson had previously worked for over 22
years at Boise Cascade Office Products in a number of executive positions.

                                     -11-
<PAGE>
 
     FRANK R. JARC has served as Executive Vice President and Chief Financial
Officer of Viking since July 1996. From October 1987 until September 1995, Mr.
Jarc was Executive Vice President and Chief Financial Officer of R.R. Donnelley
& Company.

     MARK R. BROWN joined Viking in October 1986 as Director of Data Processing.
In July 1989, Mr. Brown was elected Vice President, Information Systems.

     GRAHAM CUNDICK joined Viking in April 1990 as Merchandising Manager for the
United Kingdom. Mr. Cundick was elected Vice President, European Merchandising
in July 1996.

     MARK MUIR has served as Vice President, Marketing since July 1992 and has
been employed by Viking in various marketing positions since May 1987.

     RONALD W. WEISSMAN was elected Vice President, Logistics, of Viking in
August 1994. Prior to joining Viking, Mr. Weissman spent 27 years with United
Stationers, most recently as Executive Vice President of Logistics.

     CHARLOTTE WIETHOFF was elected Vice President, Administration and Secretary
in July 1997 and has been employed by Viking in various administrative positions
since May 1989.

     Executive officers are elected by and serve at the discretion of the Board
of Directors. No family relationships exist between any of the officers or
directors of Viking.

                                    PART II

ITEM 5:   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
          --------------------------------------------------------------------

     The information required by this item is included in Viking's Annual Report
to Shareholders for the fiscal year ended June 30, 1997 on page 38, under the
caption "Securities Information". Said portion of the Annual Report is
incorporated herein by reference.

ITEM 6:   SELECTED FINANCIAL DATA
          -----------------------

     The information required by this item is included in Viking's Annual Report
to Shareholders for the fiscal year ended June 30, 1997 on page 2, under the
caption "Financial Highlights". Said portion of the Annual Report is
incorporated herein by reference.

ITEM 7:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

     The information required by this item is included on pages 21, 22 and 23 of
Viking's Annual Report to Shareholders for the fiscal year ended June 30, 1997.
Said portion of the Annual Report is incorporated herein by reference.


                                     -12-
<PAGE>
 
ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

     Not applicable.

ITEM 8:   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          -------------------------------------------

     The information required by this item is included on pages 24 through 37 of
Viking's Annual Report to Shareholders for the fiscal year ended June 30, 1997.
Said portion of the Annual Report is incorporated herein by reference.

ITEM 9:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          ---------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------

     Not applicable.

                                    PART III

ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
          --------------------------------------------------

     The information required by this item is set forth, in part, in the
Supplemental Item "Executive Officers" in Part I of this report. The balance of
the information required by this item is incorporated by reference from Viking's
definitive proxy statement for its Annual Meeting of Shareholders scheduled to
be held on November 13, 1997.

ITEM 11:  EXECUTIVE COMPENSATION
          ----------------------

     The information required by this item is incorporated by reference from
Viking's definitive proxy statement for its Annual Meeting of Shareholders
scheduled to be held on November 13, 1997.

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

     The information required by this item is incorporated by reference from
Viking's definitive proxy statement for its Annual Meeting of Shareholders
scheduled to be held on November 13, 1997.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     The information required by this item is incorporated by reference from
Viking's definitive proxy statement for its Annual Meeting of Shareholders
scheduled to be held on November 13, 1997.

                                     -13-
<PAGE>
 
                                    PART IV

ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
          ----------------------------------------------------------------

(a)1.     Financial Statements:
          -------------------- 

          The following financial statements are incorporated by reference from
the registrant's Annual Report to Shareholders for the fiscal year ended June
30, 1997:

          Independent Auditors' Report
          Financial  Statements:
               Consolidated Balance Sheets as of June 30, 1997 and June 30, 1996
               Consolidated Statements of Income for the years ended
                 June 30, 1997, June 30, 1996 and June 30, 1995
               Consolidated Statements of Shareholders' Equity for the years
                 ended June 30, 1997, June 30, 1996 and June 30, 1995
               Consolidated Statements of Cash Flows for the years ended June
                 30, 1997, June 30, 1996 and June 30, 1995
               Notes to Consolidated Financial Statements

(a)2.     Financial Statement Schedules:
          ------------------------------

          Independent Auditors' Report on Schedules
          Financial Statement Schedule:

               Schedule II  -  Valuation and Qualifying Accounts

          Schedules other than those listed above are omitted for the reason
that they are not required or are not applicable, or the required information is
shown in the financial statements or notes thereto.

(b)       Reports on Form 8-K:
          --------------------

          The registrant did not file any Reports on Form 8-K for the last
          quarter of the fiscal year ended June 27, 1997.

(c)       Exhibits:
          ---------

          The following exhibits are filed as part of this report:

3.        Articles of Incorporation and Bylaws
          ------------------------------------
  
          3.1  Amended and Restated Articles of Incorporation of the
               registrant.(1)
          3.2  Certificate of Amendment of Articles of Incorporation dated
               January 10, 1992.(6)
          3.3  Certificate of Amendment of Articles of Incorporation dated May
               11, 1994.(8)
          3.4  Certificate of Amendment of Articles of Incorporation dated May
               1, 1996.(10)
          3.5  Amended and Restated Bylaws of the registrant.(1)

                                     -14-
<PAGE>
 
     3.6  Amendment to Bylaws dated January 20, 1997.(12)

4.   Instruments Defining the Rights of Security Holders
     ---------------------------------------------------

     4.1  Form of certificate representing shares of the registrant's Common
          Stock.(1)
     4.2  Certificate of Determination of Series A Junior Participating
          Preferred Stock.
     4.3  Rights Agreement, dated as of January 20, 1997, between the registrant
          and American Stock Transfer and Trust Company.(12)

10.  Material Contracts
     ------------------

     10.1  Credit Agreement, dated as of June 21, 1996, among the registrant,
           the Guarantors party thereto, the Banks party thereto and ABN AMRO
           Bank N.V., as Administrative Agent.(10)
     10.2  Lease, dated August 11, 1988, between Stephen Meadow and Figueroa
           Onroerend Goed N.V. and the registrant.(1)
     10.3  Lease, dated April 11, 1990, between LCV International Limited and
           Viking Direct Limited.(2)
     10.4  Lease, dated February 28, 1991, between Crowe-Statesman and the
           registrant.(3)
     10.5  Assignment and Assumption Agreement and Amendment to Sublease, dated
           July 1, 1991, among Easco Hand Tools, Inc., Pearson/Moore Development
           Company and the registrant.(4)
     10.6  Commercial Lease, dated October 12, 1993, between Society Des
           Entrepots Des Marechaux MacDonald-Ney S.A. and Viking Direct,
           SARL.(8)
     10.7  Lease Agreement, dated March 27, 1992, between Mario A. Segale, d/b/a
           Segale Business Park, and the registrant.(6)
     10.8  Lease, dated September 24, 1993, between Permanent Trustee Australia
           Limited and Viking Office Products PTY Limited.(8)
     10.9  Lease, dated December 1994, between 5001 Investment Limited
           Partnership and the registrant.(9)
     10.10 Lease, dated June 15, 1995, between OTR, an Ohio General
           Partnership, and the registrant.(9)
     10.11 Lease, dated July 10, 1995, between Hyundai Merchant Marine
           (America), Inc. and the registrant, together with amendment dated
           August 31, 1995.(9)
     10.12 Lease, dated May 4, 1995, between GAW Vermogensverwaltung and Viking
           Direct GmbH.(9)
     10.13 Lease Contracts for Office Premises between Roof Real Estate I B.V.
           and Viking Direct B.V.(9)
     10.14 Lease, dated January 5, 1996, between Mortimer Zuckerman and the
           registrant.(10)
     10.15 Form of Tenancy Agreement between DIBAG and Viking Direkt GmbH.
     10.16 Standard Industrial/Commercial Single-Tenet Lease-Net, dated August
           8, 1996, between Pacifica Northeast Industrial Partnership and the
           registrant.
     10.17 Form of Indenture between Lydgrove Limited and Viking Direct Limited.
     10.18 Form of Commercial Lease between I.C.I.M. S.p.a. - Immobili
           Commerciali Industriali Mirabella and the registrant.

                                     -15-
<PAGE>
 
     10.19  Printing Agreement, dated May 31, 1996, between Quebecor Printing
            (USA), Inc. and the registrant.(10)
     10.20  European Printing Agreement, dated October 31, 1997, between BPC
            Catalogues Limited and the registrant.
     10.21* Employment Agreement, dated July 1, 1997, between Irwin Helford and
            the registrant.
     10.22* Long Term Stock Incentive Plan.(7)
     10.23* Amended and Restated 1989 Incentive Stock Option Plan.(5)
     10.24* 1991 Nonstatutory Stock Option Plan.(5)
     10.25* 1992 Directors' Stock Option Plan.(6)
     10.26* 1994 Employee Stock Purchase Plan.(1)
     10.27* 1997 Incentive Stock Option Plan.
     10.28* Form of Profit-Sharing Plan.(1)
     10.29* Form of Indemnification Agreement between the registrant and its
            directors and certain of its officers.(1)
     10.30* Form of letter agreement between the registrant and certain of its
            officers.(9)
     10.31* Chief Executive Officer Performance Based Bonus Plan, as amended.
     10.32* President's Performance Based Bonus Plan, as amended.
     10.33* Form of letter agreement regarding change in control, dated May 12,
            1997, between the registrant and each of Irwin Helford and M. Bruce
            Nelson.
     10.34* Form of letter agreement regarding change in control, dated May 12,
            1997, between the registrant and Frank R. Jarc.
     10.35* Form of letter agreement regarding change in control between the
            registrant and each of the registrant's vice presidents.

13.  Annual Report to Security Holders
     ---------------------------------

     13.1   Annual Report to Shareholders for the fiscal year ended June 30,
            1997. (Such Annual Report, except for those portions thereof which
            are expressly incorporated by reference in this filing, is furnished
            solely for the information of the commission and is not to be deemed
            "filed" as part of this report.)

21.  Subsidiaries of the Registrant
     ------------------------------

     21.1  Subsidiaries of the registrant.(9)

23.  Consent of Independent Public Accountants
     -----------------------------------------

     23.1  Independent Auditors' Consent.

27.  Financial Data Schedule
     -----------------------

     27.1  Financial Data Schedule for the fiscal year ended June 30, 1997.
______________________
*    Management contract, compensatory plan or arrangement.

                                     -16-
<PAGE>
 
(1)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-1 (File No. 33-33029) and incorporated by reference herein.
(2)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 29, 1990 and incorporated by reference
     herein.
(3)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-1 (File No. 33-40040) and incorporated by reference herein.
(4)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 28, 1991 and incorporated by reference
     herein.
(5)  Previously filed in the Exhibits to the registrant's Registration Statement
     on Form S-1 (File No. 33-43974) and incorporated by reference herein.
(6)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 26, 1992 and incorporated by reference
     herein.
(7)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 25, 1993 and incorporated by reference
     herein.
(8)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 24, 1994 and incorporated by reference
     herein.
(9)  Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 30, 1995 and incorporated by reference
     herein.
(10) Previously filed in the Exhibits to the registrant's Annual Report on Form
     10-K for the fiscal year ended June 28, 1996 and incorporated by reference
     herein.
(11) Previously filed in the Exhibits to the registrant's Quarterly Report on
     Form 10-Q for the quarterly period ended December 31, 1996 and incorporated
     by reference herein.
(12) Previously filed in the Exhibits to the registrant's Current Report on Form
     8-K dated January 31, 1997 and incorporated by reference herein.

                                     -17-
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   VIKING OFFICE PRODUCTS, INC.


Date:  September 22, 1997          By:  /s/ Irwin Helford
                                        ----------------------------------------
                                        Irwin Helford, Chairman of the Board and
                                        Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:  September 22, 1997               /s/ Irwin Helford
                                        ----------------------------------------
                                        Irwin Helford, Chairman of the Board,
                                        Chief Executive Officer and Director


Date:  September 22, 1997               /s/ M. Bruce Nelson
                                        ----------------------------------------
                                        M. Bruce Nelson, President, Chief
                                        Operating Officer and Director


Date:  September 22, 1997               /s/ Frank R. Jarc
                                        ----------------------------------------
                                        Frank R. Jarc, Executive Vice President
                                        and Chief Financial Officer


Date:  September 22, 1997               /s/ Keith Bjelajac
                                        ----------------------------------------
                                        Keith Bjelajac, Controller (Principal
                                        Accounting Officer)


Date:  September 22, 1997               /s/ Lee A. Ault III
                                        ----------------------------------------
                                        Lee A. Ault III, Director


Date:  September 22, 1997               /s/ Neil R. Austrian
                                        ----------------------------------------
                                        Neil R. Austrian, Director


Date:  September 22, 1997               /s/ Charles P. Durkin, Jr.
                                        ----------------------------------------
                                        Charles P. Durkin, Jr., Director


Date:  September 22, 1997               /s/ Joan D. Manley
                                        ----------------------------------------
                                        Joan D. Manley, Director
<PAGE>



                     [LETTERHEAD OF DELOITTE & TOUCHE LLP]


INDEPENDENT AUDITORS' REPORT ON SCHEDULES


Board of Directors and Stockholders
Viking Office Products, Inc.
Los Angeles, California


We have audited the consolidated financial statements of Viking Office Products,
Inc. and subsidiaries (the "Company") as of June 30, 1997 and 1996, and for each
of the three years in the period ended June 30, 1997, and have issued our report
thereon dated August 20, 1997, such financial statements and report are included
in your 1997 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of Viking
Office Products, Inc. and subsidiaries listed in Item 14(a)2. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.


Deloitte & Touche LLP


Los Angeles, California
August 20, 1997

<PAGE>
 
                 VIKING OFFICE PRODUCTS INC. AND SUBSIDIARIES

                SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
                                (In Thousands)

<TABLE> 
<CAPTION> 

                                Balance at       Provision                              Balance at
                                 beginning         for bad                                     end
     Description                 of period           debts       Net writeoff            of period 
--------------------------------------------------------------------------------------------------
<S>                             <C>              <C>             <C>                    <C> 
Year ended June 30, 1995
 Accounts receivable reserve        $6,035         $10,111            $ 7,457               $8,689
Year ended June 30, 1996
 Accounts receivable reserve         8,689           9,774             11,047                7,416
Year ended June 30, 1997
 Accounts receivable reserve         7,416          12,623             11,462                8,577

</TABLE>