-----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, Gxpd4uow5u6c6GLNGeJ+HzMYdDRcmoH9IxrX+6zIZxBclbcbjLf5DpHRergUzP7V /xK9WvW19ovXQznKfeiinw== 0001035704-99-000483.txt : 19991018 0001035704-99-000483.hdr.sgml : 19991018 ACCESSION NUMBER: 0001035704-99-000483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990924 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991001 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-24642 FILM NUMBER: 99721973 BUSINESS ADDRESS: STREET 1: 1 ENVIRONMENTAL WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 3033732800 MAIL ADDRESS: STREET 1: 1 ENVIRONMENTAL WAY CITY: BROOMFIELD STATE: CO ZIP: 80021 8-K 1 FORM 8-K 1 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): September 24, 1999 ----------------------------- 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) 664-2000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On September 24, 1999, the Registrant entered into the First Amendment to Agreement and Plan of Merger among Buhrmann NV, North Acquisition Corporation and the Registrant. On September 27, 1999, the Registrant issued a press release announcing the aforementioned amendment as well as the following events: (i) the setting of an October 22, 1999 date for the Registrant's special shareholders' meeting; (ii) the consummation of the sale of the Registrant's same-day courier delivery business; and (iii) the execution by the Registrant of an agreement to settle all outstanding shareholder litigation. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated September 27, 1999. 99.2 First Amendment to Agreement and Plan of Merger among Buhrmann NV, North Acquisition Corporation and Corporate Express, Inc. dated as of September 24, 1999. 2 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release dated September 27, 1999. 99.2 First Amendment to Agreement and Plan of Merger among Buhrmann NV, North Acquisition Corporation and Corporate Express, Inc. dated as of September 24, 1999.
3 4 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/ Gary M. Jacobs ---------------------------- Date: October 1, 1999 By: Gary M. Jacobs Title: Executive Vice President and Chief Financial Officer 4 EX-99.1 2 PRESS RELEASE DATED SEPTEMBER 27, 1999 1 EXHIBIT 99.1 NEWS RELEASE SEPTEMBER 27, 1999 CONTACT: Linda Dill, Corporate Express Vice President Strategic Planning and Investor Relations (303)664-3949 CORPORATE EXPRESS AND BUHRMANN NV FIX $9.70 PER SHARE PURCHASE PRICE THROUGH MERGER AGREEMENT AMENDMENT CORPORATE EXPRESS COMPLETES SALE OF ITS COURIER DELIVERY BUSINESS COMPANY SCHEDULES OCTOBER 22 SPECIAL SHAREHOLDERS MEETING TO VOTE ON CORPORATE EXPRESS-BUHRMANN MERGER CORPORATE EXPRESS REACHES AGREEMENT TO SETTLE SHAREHOLDER LAWSUITS BROOMFIELD, Colo. - Corporate Express, Inc. (Nasdaq: CEXP), a leading supplier essential office and computer products and services to corporations that value innovative procurement solutions, today announced that the Company and Buhrmann NV have amended their merger agreement to fix the purchase price for the merger at $9.70 per share, eliminating the provisions with respect to price adjustments. Corporate Express filed its definitive proxy materials with the Securities and Exchange Commission on September 27, 1999, and has scheduled a special shareholders meeting on October 22, 1999 for the purpose of voting on the merger between the Company and Buhrmann. All shareholders as of the record date of September 13, 1999 will today be mailed notice of the special meeting and proxy materials and must submit their proxies by October 22, 1999. The Company also announced its September 24, 1999 closing of the sale of its subsidiary. Corporate Express Delivery Systems, Inc. ("Delivery Systems"), to United Shipping & Technology, Inc., (Nasdaq: USHP), a logistics company based in Minneapolis, Minnesota. The sale of Delivery Systems has no effect on the daily delivery of Corporate Express' office and computer products and services, which will continue to be delivered via Corporate Express' fleet of more that 900 delivery vehicles. In addition, Corporate Express entered into an agreement to settle all outstanding class action shareholder litigation in connection with the proposed merger. As a part of the settlement, the Company agreed to make certain additional disclosures in its proxy statement, obtain an updated fairness opinion from one of its financial advisors and agreed to pay certain legal fees of counsel to the plaintiffs. The settlement is subject to confirmatory discovery and court approval. Other than the shareholder vote to be taken at the special shareholders meeting, the Company has satisfied most of the conditions precedent to closing the Buhrmann merger, and currently anticipates that the transaction will close by the end of October. "We are very pleased to have completed the sale of Delivery Systems to United Shipping & Technology," said Bob King, President and CEO of Corporate Express. "We are also pleased that the final $9.70 per share cash price has been set, as well as the progress we've made toward finalizing the merger with Buhrmann, including the agreement to settle the shareholder lawsuits. The Corporate Express-Buhrmann merger brings significant value to all of our contingencies - shareholders, customers, suppliers and employees. We look forward to completing the shareholder vote process and finalizing the merger." In its constituting operations, Corporate Express currently operates in nearly 300 locations, including 89 distribution centers, and employs approximately 15,000 people in the United States, Australia, Canada, France, Italy, Germany, the United Kingdom, Switzerland, Ireland, New Zealand, and the Netherlands. 1 of 1 EX-99.2 3 FIRST AMENDMENT TO AGREEEMENT AND PLAN OF MERGER 1 EXHIBIT 99.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER First Amendment, dated as of September 24, 1999 (the "First Amendment"), to Agreement and Plan of Merger, dated as of July 13, 1999 (the "Original Agreement"), by and among Buhrmann NV, a company organized under the laws of the Kingdom of The Netherlands (the "Buyer"), North Acquisition Corporation, a Colorado corporation and a wholly owned subsidiary of the Buyer (the "Merger Subsidiary"), and Corporate Express, Inc., a Colorado corporation (the "Company"). The Buyer, the Merger Subsidiary, and the Company are referred to collectively herein as the "Parties." WHEREAS, the Buyer and the Company deem it advisable and in the best interests of their respective shareholders to amend the Original Agreement to modify certain provisions relating to the merger consideration, to eliminate certain conditions to the consummation of the Merger, and to adjust the amount payable for Stay-Put Bonuses and the Option Termination Adjustment Amount if there is a reduction in the number of Company Stock Options or Warrants prior to the Effective Date; NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows. SECTION 1 General Except as set forth herein, all provisions of the Original Agreement remain in full force and effect. All capitalized terms used herein but not defined herein shall have the meanings given to them in the Original Agreement. SECTION 2 Changes to Section 2.4(e): Conversion of Company Shares Section 2.4(e) of the Original Agreement is amended to read in full as follows: Conversion of Company Common Shares. At and as of the Effective Time, each Company Common Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the sum in cash of $9.70 (the "Merger Consideration"). SECTION 3 Elimination of Provisions re: Delivery Systems Spinoff Section 5.4 (Delivery Systems Spinoff), Section 5.5 (NASDAQ Listing), subsection (b) of Section 5.7 (Delivery Systems Spinoff), the words following the phrase "the Delivery Systems Dispositions shall have been consummated" in subsection (f) of Section 6.1 (Conditions to Obligation of the Buyer and the Merger Subsidiary) and subsection (a) of Section 6.2 (Conditions to Obligation of the Company) are eliminated in their entirety. SECTION 4 Dispositions The first two sentences of Section 5.3 (Dispositions) are combined and amended to read in full as follows: The Company has applied or will apply the Sofco Proceeds, the Forms Sale Proceeds and the proceeds from the Expedited Dispositions and the Delivery Systems Dispositions to repay indebtedness under the Company's existing credit facility. The Buyer agrees and acknowledges that, to the extent that the Expedited Dispositions and the Delivery Systems Dispositions, as such transactions were consummated in accordance with the definitive agreements relating to such transactions (copies of which were provided to the Buyer prior to the date hereof), vary from the requirements set forth in subsections (a), (c), (d) or (g) of Section 5.3, the Buyer consents to such variations. 2 SECTION 5 Adjustment to Stay-Put Bonuses and Option Termination Adjustment Amount (a) The first sentence of Section 5.19 (Stay-Put Bonuses) is hereby amended to read in full as follows: At the request of the Buyer and in order to retain key and necessary employees following the Merger, the Company will award special employee bonuses ("Stay-Put Bonuses") in an aggregate amount not to exceed $9.0 million plus such portion of the Adjustment Amount allocated at or promptly following the Effective Date by executive management of the Surviving Corporation to pay Stay-Put Bonuses. Stay-Put Bonuses shall be awarded for the purpose of retaining employees that the Company and the Buyer believe are important to the operation of the Company's business following the Merger. (b) The definition of "Option Termination Adjustment Amount" is amended to read in full as follows: "Option Termination Adjustment Amount" means (a) $10.0 million plus (b) such portion of the Adjustment Amount allocated at or promptly after the Effective Date by executive management of the Surviving Corporation to the Option Termination Adjustment Amount. (c) The following defined term is hereby added to Article I (Definitions): "Adjustment Amount" is the amount by which the aggregate Merger Consideration that would be payable upon the exercise of all Company Stock Options or Warrants existing on July 13, 1999 that are terminated or cancelled prior to the Effective Time (other than under Section 5.17(a) or 5.17(c)) exceeds the aggregate exercise price of all such terminated or cancelled Company Stock Options or Warrants. SECTION 6 Operation of Business The following sentence is added at the end of Section 5.11 (Operation of Business): Notwithstanding the foregoing, the Company may pay fees and expenses and remit other amounts payable (in an aggregate amount not to exceed $9.5 million) in connection with the Expedited Dispositions, the Delivery Systems Dispositions and the Sofco Disposition, including, but not limited to: legal fees and expenses; audit fees and expenses; accounting fees and expenses; consulting fees and expenses; investment banking fees and expenses; employee retention bonuses; sales and incentive bonuses; transition incentive bonuses and expense reimbursement. 3 IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment as of the date first above written. BUHRMANN NV By: /s/ Gordon Glover ---------------------------------- Title: Director, Mergers, Acquisitions and ----------------------------- Investments ----------------------------- NORTH ACQUISITION CORPORATION By: /s/ Gordon Glover ---------------------------------- Title: Vice President --------------------------------- CORPORATE EXPRESS By: /s/ Gary M. Jacobs ---------------------------------- Title: Executive Vice President --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----