8-K

 
                      Securities and Exchange Commission
                            Washington, D.C. 20549


                                   FORM 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):  November 3, 1998
                                                   ----------------


 
                            CORPORATE EXPRESS, INC.
              --------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)
 
 
       Colorado                     0-24642               84-0978360
- -------------------------      ----------------      --------------------
(State or Other Juris-         (Commission File      (IRS Employer
diction of Incorporation)       Number)               Identification No.)
 

        1 Environmental Way
        Broomfield, Colorado                                    80021-3416
- --------------------------------------------------------------------------------
        (Address of Principal                                   (Zip Code)
         Executive Offices)
 



 

                                (303) 373-2800
             ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)



 

                                Not Applicable
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

 
ITEM 5. OTHER EVENTS

          See attached Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c)  Exhibits

          99.1 Press Release dated November 3, 1998

                                       2

 
                                  SIGNATURES


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


                                      CORPORATE EXPRESS, INC.
                                           (Registrant)


                                          /s/ Sam R. Leno
                                       -----------------------------------------
Date:  November 4, 1998                By:    Sam R. Leno
                                       Title: Executive Vice President and Chief
                                              Financial Officer
        

EX-99.1

 
                                                                    Exhibit 99.1


NEWS RELEASE
NOVEMBER 3, 1998
CONTACT: Linda Dill, Vice President Strategic Planning and Investor Relations,
         (303) 664-3949

                                        
    CORPORATE EXPRESS ANNOUNCES LOWER THAN EXPECTED THIRD QUARTER EARNINGS


BROOMFIELD, COLORADO - Corporate Express, Inc. (Nasdaq: CEXP), a leading
supplier of goods and services to corporations that value innovative procurement
solutions, today announced that it expects third quarter 1998 earnings to be
below security analysts' published expectations.

The expected earnings shortfall is due to below plan performance in several non-
core business units, primarily Delivery and the United Kingdom, which are
expected to account for an approximate $0.07 earnings per share shortfall for
the third quarter. The domestic Office Products Business remains on plan,
despite the fact that it is experiencing some sector-specific revenue softness,
primarily in markets that serve financial services and energy-related customers.

"During the first two quarters of 1998, our domestic Office Products Business,
Software Business, and Australian and Canadian operations generated better-than-
expected results, which compensated for shortfalls in some non-core parts of the
business," said Bob King, President and CEO. "While the domestic Office Products
Business' operating contribution remains on plan, the top-line softening,
coupled with currency pressures in certain international markets, has reduced
the Company's ability to compensate for its under-performing businesses. While
the Delivery Business is performing substantially below its original 1998 plan,
it is on track with its turnaround plan, and we expect it to be profitable in
the third quarter. Despite the earnings pressure, we expect third quarter cash
flow to be strong, in large part, due to continued strong EBITDA performance and
our aggressive working capital management program."

"We created the new Corporate Supplier Division during the third quarter, and we
are accelerating our development and implementation plans," added King. "This
acceleration is designed to enable the Company to clearly differentiate itself
and generate additional sales growth. At the same time, we are continuing our
turnaround efforts in the Delivery Business and in the U.K., both of which we
expect to improve sequentially; and we are taking a number of actions aimed at
strengthening margins throughout our global operations. These actions include
implementing an aggressive, company-wide cost reduction initiative, which will
likely result in a fourth quarter restructuring charge, continuing our best
practices program, and expanding our 1999 catalog offering in order to stimulate
sales and further reduce wholesaler dependency in our core business."

During the third quarter, Corporate Express purchased approximately 4.2 million
shares of its common stock at an average price of $10.30 in accordance with the
Company's ongoing, 

                                    1 of 2


 
previously announced stock repurchase plan. The Company believes that its solid
core operating performance, combined with the Corporate Supplier business
strategy becoming a more tangible reality, effectively position the Company for
profitable, long-term growth. Corporate Express also stated today that it has
held preliminary discussions with financial sponsors and is considering a share
repurchase or tender for a significant portion of the Company's outstanding
common shares. There can be no assurance that the Company will enter into a
definitive agreement. The Company does not intend to publish information about
the status of these discussions unless and until the Company enters into a
definitive agreement or all the discussions are terminated.

The Company anticipates reporting its third quarter 1998 earnings in early
December.

This press release contains forward-looking statements. There can be no
assurance that actual results will not materially differ from the Company's
expectations, including actual results for the third quarter. Factors that could
cause actual results to materially differ include uncertainties related to new
products and services, the successful integration of acquisitions, the Company's
failure to successfully develop and implement its Corporate Supplier plans,
sustained deterioration in general economic conditions and the corresponding
impact on revenues, and failure to reduce costs effectively.

Corporate Express currently operates in more than 700 worldwide locations,
including more than 90 distribution centers, utilizes a fleet of over 10,000
delivery vehicles, and employs approximately 28,000 people in the United States,
Canada, the United Kingdom, Ireland, Germany, Switzerland, France, Italy,
Australia and New Zealand.


















To obtain a copy of the news release, call PR Newswire Company News on Call:
(800) 758-5804, Corporate Express Extension Number 1003352 or visit our web site
at www.CorporateExpress.com


                                    2 of 2