SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Corporate Express, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0002
(Title of Class of Securities)
219888104
(CUSIP Number)
Martin E. Franklin Peter A. Hochfelder
c/o Marlin Management, L.L.C. c/o Brahman Management, L.L.C.
555 Theodore Fremd Avenue 277 Park Avenue, 26th Floor
Suite B-302 New York, New York 10172
Rye, New York 10580 (212) 941-1400
(914) 967-9400
(Name, address and telephone number of person
authorized to receive notices and communications)
February 24, 1999
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13(d)-7(b)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 2 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 940,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
940,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
940,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 3 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Institutional Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,273,740
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,273,740
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,273,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 4 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BY Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,420,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,420,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,420,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 5 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Bull Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 40,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
40,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
40,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.04%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 6 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,674,740
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,674,740
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,674,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.4%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 7 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Capital Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,830,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,830,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,830,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.7%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 8 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter A. Hochfelder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,084,140
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,084,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,084,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 9 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Sobel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,084,140
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,084,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,084,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 10 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell A. Kuflik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,084,140
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,084,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,084,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 11 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marlin Partners I, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 513,960
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
513,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 12 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marlin Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 513,960
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
513,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 13 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin E. Franklin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 513,960
9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
523,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 14 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ian G.H. Ashken
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 513,960
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
513,960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 15 of 27 Pages
The Schedule 13D initially filed on January 4, 1999, by the
signatories hereto relating to the Common Stock, par value $0.0002 per share
(the "Common Stock"), issued by Corporate Express Inc., a Colorado corporation
(the "Company"), whose principal executive offices are at 1 Environmental Way,
Broomfield, Colorado 80021,as amended by Amendment No. 1 thereto filed on
January 20, 1999, is hereby further amended by this Amendment No. 2 to the
Schedule 13D as follows:
Item 2. Identity and Background.
- ------ -----------------------
The first paragraph of Item 2(a) is hereby deleted and the following
inserted in its place:
(a) This statement is filed by (i) Brahman Partners II, L.P., a
Delaware limited partnership ("Brahman II"), with respect to the shares of
Common Stock owned by it, (iii) Brahman Institutional Partners, L.P. ("Brahman
Institutional"), a Delaware limited partnership, with respect to the shares of
Common Stock owned by it, (iv) BY Partners, L.P. ("BY Partners") a Delaware
limited partnership, with respect to the shares of Common Stock owned by it;
(v) Brahman Bull Fund, L.P. ("Brahman Bull"), a Delaware limited partnership,
with respect to shares of Common Stock owned by it; (vi) Brahman Management,
L.L.C. ("Brahman Management"), a Delaware limited liability company and the
sole general partner of each of Brahman II, BY Partners, Brahman Institutional
and Brahman Bull (Brahman II, BY Partners, Brahman Institutional and Brahman
Bull, collectively, the "Brahman Partnerships"), with respect to the shares of
Common Stock owned by the Brahman Partnerships, (vii) Brahman Capital Corp., a
Delaware corporation ("Brahman Capital"), with respect to the shares of Common
<PAGE>
Page 16 of 27 Pages
Stock (A) held for BY Partners, (B) owned by Brahman Capital for its own
account and (C) held for Brahman Partners II Offshore, Ltd. ("Brahman
Offshore"), a Cayman Islands exempted company, and (viii) Peter A. Hochfelder,
Robert J. Sobel and Mitchell A. Kuflik, each a citizen of the United States,
and together the executive officers and directors of Brahman Capital and the
sole members of Brahman Management, with respect to shares of Common Stock
subject to the control of Brahman Capital and Brahman Management. The
foregoing individuals and entities (other than Brahman Offshore) are
hereinafter referred to collectively as the "Brahman Reporting Persons."
The fourth paragraph of Item 2(a) is hereby deleted and the
following inserted in its place:
Pursuant to an investment advisory contact (and, in the case of BY
Partners, pursuant to an arrangement between Brahman Management and Brahman
Capital) Brahman Capital currently has the power to vote and dispose of the
shares of Common Stock held for the account of each of Brahman Offshore and BY
Partners and, accordingly, may be deemed the "beneficial owner" of such
shares. Messrs. Hochfelder, Sobel and Kuflik are the executive officers and
directors of Brahman Capital.
Item 2(b) is hereby amended by the addition of the following:
The address of the principal business and principal office of
Brahman Offshore is c/o Citco, N.V., Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands, Antilles.
<PAGE>
Page 17 of 27 Pages
Item 2(c) hereby amended by the addition of the following:
The present principal business of Brahman Offshore is that of a
private investment fund, engaging in the purchase and sale of securities for
investment for its own account.
Item 2(f) is hereby amended by the addition of the following:
Brahman Offshore is a Cayman Islands exempted company limited by
shares.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Item 3 is hereby amended by inserting the following paragraph:
Since January 19, 1999, (i) Brahman Institutional purchased 460,000
shares of common Stock at a net investment cost of $2,939,635 (including
commissions); (ii) Brahman Capital (A) purchased 33,000 shares of Common Stock
at a net investment cost of $214,400 (including commissions) for its own
account, (B) purchased 254,400 shares of Common Stock for the account of
Brahman Offshore at a net investment cost of $1,620,790 (including
commissions) and (C) sold 65,000 shares of Common Stock for the account of
Brahman Offshore for net proceeds of $________ (including commissions); and
(iii) Brahman II purchased 168,860 shares of Common Stock at a net investment
cost of $1,074,402 (including commissions).
<PAGE>
Page 18 of 27 Pages
Item 4. Purpose of Transaction.
- ------ -----------------------
Item 4 is hereby amended by the addition of the following:
The Reporting Persons read with interest and approval the Company's
press release of February 8, 1999. In particular, the Reporting Persons
welcomed the Company's actions in (i) giving to Robert King day-to-day
responsibility for the operating and strategic direction of the Company; and
(ii) retaining DLJ and B. T. Alex Brown as investment bankers to advise the
Company on strategic alternatives available to the Company. Some of the
Reporting Persons have had subsequent discussions with representatives of the
Company to further clarify the Company's intentions with regard to the
foregoing actions. In addition, some of the Reporting Persons have met with
industry participants who have expressed a preliminary interest in exploring
an acquisition of some or all of the Company. The Reporting Persons have
referred these persons to the Company and its advisers, who have made contact
with them.
The Reporting Persons intend to monitor closely the actions of the
Company and its management in following through on these initiatives and are
hopeful that such initiatives will have the effect of truly enhancing
shareholder value.
Each Reporting Person will continuously assess the Company's
business, financial condition, results of operations and prospects, general
economic, financial and industry conditions, the securities markets and future
trading prices in general and those for the Company's securities in
<PAGE>
Page 19 of 27 Pages
particular, other developments and other investment opportunities. Depending
on such assessments, one or more of the Reporting Persons may acquire
additional Common Stock or may determine to sell or otherwise dispose of all
or some of its holdings of Common Stock.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5(a) is hereby amended by the addition of the following:
As of the close of business on February 23, 1999, (i) Brahman II
owns beneficially 940,200 shares of Common Stock, constituting approximately
0.9% of the shares outstanding; (ii) Brahman Institutional owns beneficially
3,273,740 shares of Common Stock, constituting approximately 3.1% of the
shares outstanding; (iii) BY Partners owns beneficially 3,420,800 shares of
Common Stock, constituting approximately 3.3% of the shares outstanding; (iv)
Brahman Bull owns beneficially 40,000 shares of Common Stock, constituting
approximately 0.04% of the shares outstanding; (v) Brahman Management owns
beneficially 7,674,740 shares of Common Stock, constituting approximately 7.4%
of the shares outstanding (such amounts are inclusive of the amounts reported
by Brahman II, BY Partners, Brahman Institutional and Brahman Bull pursuant to
clauses (i)-(iv) herein); (vi) Brahman Capital owns beneficially 3,830,200
shares of Common Stock, constituting approximately 3.7% of the shares
outstanding (such amount is inclusive of (A) the shares held by BY Partners,
(B) the 170,000 shares held by Brahman Capital for its own account (C) the
50,000 shares which may be purchased by Brahman Capital through exercise of
<PAGE>
Page 20 of 27 Pages
the 500 call options on or before April 16, 1999) and (D) the 189,400 shares
held for the account of Brahman Offshore; (vii) each of Messrs. Hochfelder,
Sobel and Kuflik own beneficially 8,084,140 shares of Common Stock,
constituting approximately 7.8% of the shares outstanding; (viii) Marlin I
owns beneficially 513,960 shares of Common Stock, constituting approximately
0.5% of the shares outstanding; (ix) Marlin Management owns beneficially
513,960 shares of Common Stock, constituting approximately 0.5% of the shares
outstanding (such amount representing the shares held by Marlin I); (x) Mr.
Ashken owns beneficially 513,960 shares of Common Stock, constituting
approximately 0.5% of the shares outstanding; and (xi) Mr. Franklin owns
beneficially 523,960 shares of Common Stock, constituting approximately 0.5%
of the shares outstanding. Brahman Management and Messrs. Hochfelder, Sobel
and Kuflik own directly no shares of Common Stock. Marlin Management and Mr.
Ashken own directly no shares of Common Stock. By reason of the provisions of
Rule 13d-5(b)(1) under the Act, the Reporting Persons comprising the foregoing
group may be deemed to own 8,608,100 shares, constituting approximately 8.3%
of the shares outstanding.
Item 5(b) is hereby amended by the addition of the following:
Brahman Capital is party to an investment management contract
pursuant to which it has investment responsibility with respect to securities
held for the account of Brahman Offshore.
<PAGE>
Page 21 of 27 Pages
Item 5(c) is hereby amended by the addition of the following:
(c) The trading dates, number of shares purchased or sold and price
per share (excluding commissions) for all transactions by the Reporting
Persons since the date of the filing of Amendment No. 1 to this Schedule 13D
are set forth in Schedule A hereto. All such transactions were open market
transactions and were effected on the New York Stock Exchange. No other
transactions were effected by any of the persons named in response to Item
5(a) above during such period.
<PAGE>
Page 22 of 27 Pages
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 24, 1999
BRAHMAN PARTNERS II, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BY PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: Managing Member
<PAGE>
Page 23 of 27 Pages
BRAHMAN CAPITAL CORP.
By:/s/ Peter A. Hochfelder
---------------------------------------
Name: Peter A. Hochfelder
Title: President
/s/ Peter A. Hochfelder
------------------------------------------
Peter A. Hochfelder
/s/ Robert J. Sobel
------------------------------------------
Robert J. Sobel
/s/ Mitchell A. Kuflik
------------------------------------------
Mitchell A. Kuflik
MARLIN PARTNERS I, L.P.
By: MARLIN MANAGEMENT, L.L.C.
By:/s/ Martin E. Franklin
---------------------------------------
Name: Martin E. Franklin
Title: Authorized Signatory
MARLIN MANAGEMENT, L.L.C.
By:/s/ Martin E. Franklin
------------------------------------------
Name: Martin E. Franklin
Title: Authorized Signatory
/s/ Martin E. Franklin
------------------------------------------
Martin E. Franklin
/s/ Ian G.H. Ashken
------------------------------------------
Ian G.H. Ashken
<PAGE>
Page 24 of 27 Pages
Schedule A
Brahman Institutional Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
1-26-99 76,300 $6.187
1-27-99 82,000 6.292
1-28-99 121,100 6.341
1-29-99 75,000 6.316
2-08-99 8,500 7.063
2-08-99 41,500 6.938
2-09-99 7,500 6.511
2-10-99 13,500 6.191
2-11-99 26,800 5.847
2-11-99 7,800 5.813
<PAGE
Page 25 of 27 Pages
Schedule A
Brahman Partners II Offshore, Ltd.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
1-20-99 41,500 $6.350
1-26-99 2,900 6.187
1-27-99 24,500 6.292
1-28-99 7,400 6.341
1-29-99 25,000 6.316
2-08-99 8,500 7.063
2-08-99 42,000 6.938
2-09-99 7,500 6.511
2-10-99 27,000 6.191
2-11-99 52,800 5.847
2-11-99 15,300 5.823
2-22-99 (40,000) 5.313
2-23-99 (25,000) 5.313
<PAGE>
Page 26 of 27 Pages
Schedule A
Brahman Capital Corp.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
1-29-99 25,000 $6.316
2-08-99 8,000 7.063
<PAGE>
Page 27 of 27 Pages
Schedule A
Brahman Partners II, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
1-26-99 20,500 $6.187
1-27-99 18,500 6.292
1-28-99 31,500 6.341
2-08-99 41,500 6.938
2-10-99 4,500 6.191
2-11-99 6,400 5.847
2-11-99 1,900 5.813
2-12-99 44,000 5.842
<PAGE>
