The UK group, an icon of the 1980s and supplier of personal organisers to so-called yuppies the world over, advised shareholders to take no immediate action on the 200-pence-per-share cash offer from Day Runner.

Day Runner, a leading producer of similar paper-based personal organisers to the US retail market, said it had been "astounded" that Filofax failed to talk with it when the UK firm launched a review of strategic opportunities in November 1997.

"We are offering a serious price for an underperforming company that lacks direction. Filofax needs Day Runner's skills to develop the brand further and take the business forward," said Mark Vidovich, chairman of Day Runner.

The offer represents a premium of about 42.9 per cent over the underperfoming Filofax's closing share price on Wednesday. Filofax stockshot up 61-1/2 pence, or 44 per cent, to 201-1/2 pence in London morning business.

Filofax, founded over 70 years ago and floated on the London Stock Exchange in 1987, became one of the symbols of the "greed is good" culture of the 1980s along with Porsches, mobile phones and power dressing.

It was first introduced by an Englishman, Colonel Disney, who based it on a loose-leaf ring binder used by US scientists and engineers. The idea was adopted by printing and stationery firm Norman & Hill which launched it in 1921.

Day Runner identified a number of areas where it thinks the UK group has fallen short, including what it called Filofax's failure to develop its brand and deliver value, its share price underperformance and the failure of its diversification strategy.

The offer follows Filofax's abandonment of talks with potential business partners earlier this year aimed at securing a joint marketing deal or the sale of the entire business.

Filofax has been feeling the effects in the past two years ofa strong pound and the increasing popularity of electronic organisers.

It reported a loss of 882,000 pounds in the year to March 31, 1998, from a profit of 5.9 million, following a loss on the sale of its greeting card business. Sales were down slightly at 42.2 million from 43.6 million.

Day Runner describes itself as the logical international partner for Filofax given complementary geographical coverage and distribution channels.

Vidovich told reporters in a telephone conference that the deal, which it plans to finance from medium term credit facilities, was not about cost savings and said that the company had no plans for any major job cuts.

"This is really not about cost savings it is about different types of synergies. We have some overlap but it's not that great," said Vidovich.

Day Runner said that the purchase of Filofax would lift its international sales outside the U.S. To around 30 percent from just under 10 percent at present.

Vidovich refused to comment on whether Day Runner had spokento Filofax in recent days ahead of the bid.