-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BJV0k6DoPP5UzqqL8uOvAcrlVb1NyR7ocqt3rd+OXbCbnvefUB3j2pdETYwSK6PV kjFSUwY67fxc+Lt7O7Yfiw== 0000950134-98-003495.txt : 19980424 0000950134-98-003495.hdr.sgml : 19980424 ACCESSION NUMBER: 0000950134-98-003495 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980423 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS INC CENTRAL INDEX KEY: 0000878130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 840978360 STATE OF INCORPORATION: CO FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-44931 FILM NUMBER: 98599612 BUSINESS ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033732800 MAIL ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS INC CENTRAL INDEX KEY: 0000878130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 840978360 STATE OF INCORPORATION: CO FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033732800 MAIL ADDRESS: STREET 1: 325 INTERLOCKEN PKWY CITY: BROOMFIELD STATE: CO ZIP: 80021 SC 13E4/A 1 AMENDMENT NO. 4 TO SC 13E4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- AMENDMENT NO. 4 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) CORPORATE EXPRESS, INC. (Name of Issuer) CORPORATE EXPRESS, INC. (Name of Person(s) Filing Statement) COMMON STOCK (Title of Class of Securities) 219888-10-4 (CUSIP Number of Class of Securities) RICHARD L. MILLETT, JR. VICE PRESIDENT AND GENERAL COUNSEL CORPORATE EXPRESS, INC. 1 ENVIRONMENTAL WAY BROOMFIELD, COLORADO 80021 (303) 664-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies To: JUSTIN P. KLEIN, ESQ. GERALD J. GUARCINI, ESQ. BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1735 MARKET STREET, 51ST FLOOR PHILADELPHIA, PENNSYLVANIA 19103 February 6, 1998 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE
======================================================================================================= TRANSACTION AMOUNT OF VALUATION* FILING FEE - ------------------------------------------------------------------------------------------------------- $402,500,000 $80,500 =======================================================================================================
* Calculated solely for the purpose of determining the filing fee, based upon the purchase of 35,000,000 shares of Common Stock at the maximum tender offer price per share of $11.50. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $80,500 Filing Party: Corporate Express, Inc. Form or Registration No.: Schedule 13E-4 Date Filed: February 6, 1998
================================================================================ 2 The Issuer Tender Offer Statement on Schedule 13E-4 dated February 6, 1998, as amended by Amendment No. 1 to Schedule 13E-4 dated March 2, 1998, Amendment No. 2 to Schedule 13E-4 dated April 3, 1998 and Amendment No. 3 to Schedule 13E-4 dated April 6, 1998, relating to the offer by Corporate Express, Inc. (the "Company") to purchase up to 35,000,000 shares (or the maximum of any lesser number of shares as are validly tendered and not withdrawn) of its Common Stock, par value $.0002 per share (such shares, together with the associated purchase rights, the "Shares"), at prices not greater than $11.50 nor less than $10.00 net per Share in cash upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated February 6, 1998 and in the related Letter of Transmittal (together, the "Offer"), is hereby amended as follows; ITEM 8. ADDITIONAL INFORMATION. On April 13, 1998, the Company issued a press release announcing the expiration of the Offer which expired at 5:00 p.m., New York City time. The April 13, 1998 press release is attached hereto as Exhibit (a)(14) and is incorporated herein by reference. On April 15, 1998, the Company issued a press release announcing the preliminary results of the Offer which expired at 5:00 p.m., New York City time, on April 10, 1998. The preliminary count indicated that more than 35,000,000 Shares were tendered and not withdrawn within the tender offer range. The determination of the actual number of Shares to be purchased and the purchase price are subject to final confirmation and proper delivery of all Shares tendered and not withdrawn. The April 15, 1998 press release is attached hereto as Exhibit (a)(15) and is incorporated herein by reference. On April 17, 1998, the Company issued a press release announcing the final results of the Offer which expired at 5:00 p.m., New York City time, on April 10, 1998 and pursuant to which the Company accepted for payment 35,000,000 Shares at a Price of $10.75 per Share. The Shares purchased pursuant to the Offer represent approximately 25% of the 142,000,000 Shares outstanding immediately prior to the Offer. The press release is attached hereto as Exhibit (a)(16) and is incorporated herein by reference. This Amendment No. 4 to the Schedule 13E-4 also constitutes the final amendment to the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended, and General Instruction (D) to Schedule 13E-4. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(14) Form of Press Release issued by the Company on April 13, 1998. (a)(15) Form of Press Release issued by the Company on April 15, 1998. (a)(16) Form of Press Release issued by the Company on April 17, 1998. 2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule 13E-4 is true, complete and correct. CORPORATE EXPRESS, INC. By: /s/ SAM R. LENO ------------------------------------ Name: Sam R. Leno Title: Executive Vice President and Chief Financial Officer Dated: April 22, 1998 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- (a)(14) Form of Press Release issued by the Company on April 13, 1998. (a)(15) Form of Press Release issued by the Company on April 15, 1998. (a)(16) Form of Press Release issued by the Company on April 17, 1998.
EX-99.A.14 2 PRESS RELEASE DATED APRIL 13, 1998 1 EXHIBIT (a)(14) [CORPORATE EXPRESS LETTERHEAD] NEWS RELEASE CORPORATE EXPRESS, INC. ANNOUNCES CLOSE OF TENDER OFFER BROOMFIELD, COLORADO (April 13, 1998) - Corporate Express, Inc. (Nasdaq: CEXP) a leading supplier of non-production goods and services to large corporations, announced today that the Dutch Auction tender offer for its shares of common stock expired on Friday, April 10, 1998 at 5:00 pm at New York City time. The Company expects to announce results of the tender offer at the end of the day April 15, 1998, including the price of the shares the Company purchased on April 10, 1998. The Company currently operates in over 500 locations, including 80 distribution centers, utilizing 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. Contact: Rick Roth, VP Corporate Communications (303) 664-3970. To obtain a copy of the news release, call PR Newswire Company News On Call: (800) 758-5804, Corporate Express Extension Number 103352 or visit our web site at www.corporate-express.com # EX-99.A.15 3 PRESS RELEASE DATED APRIL 15, 1998 1 EXHIBIT (a)(15) [CORPORATE EXPRESS LETTERHEAD] NEWS RELEASE CORPORATE EXPRESS ANNOUNCES PRELIMINARY TENDER OFFER RESULTS AND SHARE REPURCHASE PROGRAM BROOMFIELD, COLORADO (April 15, 1998) - Corporate Express, Inc. (Nasdaq:CEXP), a leading supplier of non-production goods and services to large corporations, announced today the preliminary results of its Dutch Auction tender offer, which expired on Friday, April 10, 1998 at 5:00 p.m., New York City time. The preliminary count ChaseMellon Shareholder Services, L.L.C., the Company's depository for the offer, indicated that more than 35 million shares were tendered and not withdrawn within the tender offer range. The Company expects to purchase 35 million shares tendered at a price of $10.75 per share. The determination of the specific shares to be purchased and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Corporate Express, Inc. commenced the tender offer on February 6, 1998, at which time the Company announced its intention to purchase up to 35 million shares of common stock at a purchase price not greater than $11.50 nor less than $10.00 per share. The tender offer is one of the elements in the Company's plan to increase shareholder value and earnings per share. The shares purchased represent approximately 25% of the approximately 142 million shares of common stock outstanding immediately prior to the offer. After this share purchase, the Company will have approximately 107 million shares of stock outstanding. The Company also announced that its Board of Directors, as part of its continuing strategy to enhance shareholder value, authorized the additional repurchase of shares of common stock from time to time in open market transactions, block purchases, privately negotiated transactions and otherwise, at prevailing prices. Financing for such purchases is available through the Company's new $1.0 billion credit facility, as well as from cash flow operations. All such transactions will be conducted in compliance with applicable rules. The Company currently operates in over 500 locations, including 80 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. CONTACT: Rick Roth, VP Corporate Communications (303) 664-3970 To obtain a copy of the news release, call PR Newswire Company News On Call: (800) 758-5804, Corporate Express Extension Number 103352 or visit our web sites at www.corporate-express.com # EX-99.A.16 4 PRESS RELEASE DATED APRIL 17, 1998 1 EXHIBIT (a)(16) [CORPORATE EXPRESS LETTERHEAD] NEWS RELEASE CORPORATE EXPRESS ANNOUNCES FINAL RESULTS OF TENDER OFFER BROOMFIELD, COLORADO (April 17, 1998) - Corporate Express, Inc. (Nasdaq:CEXP), a leading supplier of non-production goods and services to large corporations, announced today the final results of its Dutch Auction tender offer. The Company said that it will purchase 35 million shares of its common stock from its shareholders at a price of $10.75 per share in accordance with the terms of its tender offer. Since slightly more than 35 million shares were properly tendered at or below the price of $10.75 per share, the number of shares actually purchased from each shareholder tendering within the tender offer range (other than holders of fewer than 100 shares) was prorated based on the proration method described in the Company's Offer to Purchase. The final proration factor was approximately 97.32%. The Company's anticipates that payment for purchased shares will be made on or about Wednesday, April 22, 1998. The shares of common stock purchased in the offer represent approximately 25% of the 142 million shares of common stock outstanding immediately prior to the offer. After this share purchase, the Company will have approximately 107 million shares outstanding. The Company currently operates in over 500 locations, including 80 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. CONTACT: Rick Roth, VP Corporate Communications (303) 664-3970 To obtain a copy of the news release, call PR Newswire Company News On Call: (800) 758-5804, Corporate Express Extension Number 103352 or visit our web sites at www.corporate-express.com # -----END PRIVACY-ENHANCED MESSAGE-----