<PAGE>
SRZNY\649614v2
Page 1 of 26 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
SCHEDULE 13D
(Amendment No. 5)
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)
October 29, 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>
Page 2 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 3 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 5 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 6 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 7 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
Page 8 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 9 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 10 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 11 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 12 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 5,140
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
Less than 0.01%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
Page 13 of 26 Pages
CUSIP No. 219888104
SCHEDULE 13D
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 224,135
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 5,140
9 SOLE DISPOSITIVE POWER
REPORTING 224,135
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
229,275
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
Less than 0.01%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 14 of 26 Pages
SCHEDULE 13D
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 15,265
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 5,140
9 SOLE DISPOSITIVE POWER
REPORTING 15,265
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,140
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,405
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
Less than 0.01%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 15 of 26 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, Amendment No. 2 thereto filed on February 24, 1999,
Amendment No. 3 thereto filed on March 31, 1999, and Amendment No. 4 thereto
filed on November 3, 1999, is hereby further amended by this Amendment No. 5
to the Schedule 13D to correct certain inaccuracies contained in Amendment No.
4 with respect to the holdings of Marlin Management, L.L.C., Martin E.
Franklin and Ian G.H. Ashken (although the total number of shares owned by the
Reporting Persons remains less than 5% of the issued and outstanding shares of
the Company), as follows:
Item 2. Identity and Background.
- ------ -----------------------
Item 2 is hereby restated in its entirety:
(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, (ii) Brahman Institutional Partners, L.P. ("Brahman
Institutional"), a Delaware limited partnership, with respect to the shares of
Common Stock owned by it, (iii) BY Partners, L.P. ("BY Partners") a Delaware
limited partnership, with respect to the shares of Common Stock owned by it;
(iv) Brahman Bull Fund, L.P. ("Brahman Bull"), a Delaware limited partnership,
with respect to shares of Common Stock owned by it; (v) Brahman Management,
L.L.C. ("Brahman Management"), a Delaware limited liability company and the
<PAGE>
Page 16 of 26 Pages
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 and for its own account, (vi)
Brahman Capital Corp., a Delaware corporation ("Brahman Capital"), with
respect to the shares of Common 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
(vii) 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, (A)
collectively with respect to shares of Common Stock subject to the control of
Brahman Capital and Brahman Management and (B) for Peter A. Hochfelder, with
respect to the shares of Common Stock held by Stacy Hochfelder, his wife,
individually and as custodian pursuant to the New York Uniform to Gift Minors
Act, (C) for Robert J. Sobel, with respect to the shares of Common Stock held
as Trustee for the Mitchell A. Kuflik Family Trust and (D) for Mitchell A.
Kuflik, with respect to the shares of Common Stock held as Trustee for the
Robert J. Sobel Family Trust. The foregoing individuals and entities (other
than Brahman Offshore and Stacy Hochfelder) are hereinafter referred to
collectively as the "Brahman Reporting Persons."
This statement is also filed by (i) Marlin Partners I, L.P. ("Marlin
I"), a Delaware limited partnership, with respect to the shares of Common
Stock owned by it, (ii) Marlin Management, L.L.C., a Delaware limited
<PAGE>
Page 17 of 26 Pages
liability company ("Marlin Management") with respect to the shares of Common
Stock owned by it and Marlin I and (iii) Messrs. Martin E. Franklin and Ian
G.H. Ashken, each a citizen of the United Kingdom, and together the executive
officers and directors of Marlin Management, with respect to the shares of
Common Stock owned for their personal accounts and, in the case of Mr.
Franklin, as Trustee for the Peter A. Hochfelder Family Trust and owned by
Marlin Management. Marlin I, Marlin Management and Messrs. Franklin and
Ashken are hereinafter referred to collectively as the "Marlin Reporting
Persons." The Brahman Reporting Persons, together with the Marlin Reporting
Persons, are referred to hereinafter collectively as the "Reporting Persons."
Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the
appropriate party.
Brahman II, BY Partners, Brahman Institutional and Brahman Bull are
each private investment partnerships, the sole general partner of which is
Brahman Management. As the sole general partner of Brahman II, BY Partners,
Brahman Institutional and Brahman Bull, Brahman Management has the power to
vote and dispose of the shares of Common Stock owned by each of Brahman II, BY
Partners, Brahman Institutional and Brahman Bull and, accordingly, may be
deemed the "beneficial owner" of such shares. The managing members of Brahman
Management are Peter Hochfelder, Mitchell Kuflik and Robert Sobel.
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
<PAGE>
Page 18 of 26 Pages
shares. Messrs. Hochfelder, Sobel and Kuflik are the executive officers and
directors of Brahman Capital.
Marlin I is a private investment partnership, the sole general
partner of which is Marlin Management. As the sole general partner of Marlin
I, Marlin Management has the power to vote and dispose of the shares of Common
Stock owned by Marlin I and, accordingly, may be deemed the "beneficial owner"
of such shares. The sole managing partners of Marlin Management are Martin
Franklin and Ian Ashken.
Messrs. Franklin and Ashken were the principal executive officers of
an investment vehicle that acquired DRG Plc. in 1989. DRG had sales and a
market value of over $1 billion and was one of the world's largest paper and
packaging companies, including the second largest stationery distributor in
the United Kingdom and the largest envelope manufacturer in the world. In
1992 Messrs. Franklin and Ashken created Benson Eyecare Corporation and grew
the company from $16 million in sales in 1992 to annualized sales of over $300
million in 1996, at which time the company was sold netting shareholders a
total return of 1,760% from 1992 to 1996, or a 105% compound annual return.
The growth of Benson Eyecare Corporation and its successor included the
acquisition of two underperforming public companies, Optical Radiation
Corporation in 1994 and ILC Technology in 1998. Marlin Management was
created in 1996 and has made a number of private equity investments since
its formation.
(b) The address of the principal business and principal office of
Brahman II, Brahman Institutional, BY Partners, Brahman Bull, Brahman
<PAGE>
Page 19 of 26 Pages
Management, Brahman Capital and Messrs. Hochfelder, Kuflik and Sobel is 277
Park Avenue, 26th Floor, New York, New York 10172.
The address of the principal business and principal office of Marlin
I, Marlin Management and Messrs. Franklin and Ashken is 555 Theodore Fremd
Avenue, Suite B-302, Rye, New York 10580.
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.
(c) The present principal business of Brahman II, BY Partners,
Brahman Institutional, Brahman Bull and Marlin I is that of a private
investment fund, engaging in the purchase and sale of securities for
investment for their own accounts. The present principal business of Brahman
Management is that of a private investment firm, engaging in the purchase and
sale of securities for investment on behalf of the Brahman Partnerships. The
present principal business of Brahman Capital is that of a private investment
firm, engaging in the purchase and sale of securities for investment on behalf
of discretionary accounts. The present principal occupations of Messrs.
Hochfelder, Sobel and Kuflik are directing the activities of Brahman
Management and Brahman Capital. The present principal business of Marlin
Management is that of a private investment management firm. The present
principal occupations of Messrs. Franklin and Ashken are directing the
activities of Marlin Management and its affiliates.
The present principal business of Brahman Offshore is that of a
<PAGE>
Page 20 of 26 Pages
private investment fund, engaging in the purchase and sale of securities for
investment for its own account.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
(f) Each of the individuals referred to in paragraph (a) above is a
United States citizen, other than Messrs. Franklin and Ashken, who are
citizens of the United Kingdom. Each of Brahman Management and Marlin
Management is a Delaware limited liability company. Each of Brahman II, BY
Partners, Brahman Institutional, Brahman Bull and Marlin I is a Delaware
limited partnership. Brahman Capital is a Delaware corporation.
Brahman Offshore is a Cayman Islands exempted company limited by
shares.
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 October 29, 1999, (i) Brahman II owns
beneficially zero shares of Common Stock, constituting 0% of the shares
<PAGE>
Page 21 of 26 Pages
outstanding; (ii) Brahman Institutional owns beneficially zero shares of
Common Stock, constituting 0% of the shares outstanding; (iii) BY Partners
owns beneficially zero shares of Common Stock, constituting 0% of the shares
outstanding; (iv) Brahman Bull owns beneficially zero shares of Common Stock,
constituting 0% of the shares outstanding; (v) Brahman Management owns
beneficially zero shares of Common Stock, constituting 0% 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 and inclusive of zero shares of Common Stock held for its own
account); (vi) Brahman Capital owns beneficially zero shares of Common Stock,
constituting 0% of the shares outstanding (such amount is inclusive of (A)
zero shares held by BY Partners, (B) zero shares held by Brahman Capital for
its own account and (C) zero shares held for the account of Brahman Offshore);
(vii) each of Messrs. Sobel and Kuflik own beneficially zero shares of Common
Stock, constituting 0% of the shares outstanding (such amounts are inclusive
of (A) for Robert J. Sobel, zero shares of Common Stock he holds as Trustee
for the Mitchell A. Kuflik Family Trust and (B) for Mitchell A. Kuflik, zero
shares of Common Stock he holds as Trustee for the Robert J. Sobel Family
Trust); (viii) Peter A. Hochfelder owns beneficially zero shares of Common
Stock, constituting 0% of the shares outstanding (such amount is inclusive of
(A) zero shares of Common Stock held by Stacy Hochfelder as custodian for
Charles A. Hochfelder, (B) zero shares of Common Stock held by Stacy
Hochfelder as custodian for Harrison S. Hochfelder and (C) zero shares of
Common Stock held by Stacy Hochfelder for her own account);
<PAGE>
Page 22 of 26 Pages
(ix) Marlin I owns beneficially zero shares of Common Stock, constituting 0%
of the shares outstanding; (x) Marlin Management owns beneficially 5,140
shares of Common Stock, constituting less than 0.01% of the shares outstanding
(based on 105,088,974 outstanding shares as of on September 27, 1999 as stated
in the Proxy Statement filed on September 27, 1999); (xi) Mr. Ashken owns
beneficially 20,405 shares of Common Stock, constituting less than 0.01% of
the shares outstanding; and (xii) Mr. Franklin owns beneficially 229,275
shares of Common Stock (including the 37,500 options granted to him dated as
of March 31, 1999), constituting less than 0.01% of the shares outstanding.
Item 5(b) is hereby deleted and the following inserted in its place:
As of the close of business on October 29, 1999, Brahman II, BY
Partners, Brahman Institutional and Brahman Bull each has the power to vote
and to dispose of the shares of Common Stock owned by it, which power may be
exercised by Brahman Management as the sole general partner of Brahman II, BY
Partners, Brahman Institutional and Brahman Bull. Pursuant to an arrangement
between Brahman Capital and Brahman Management, as general partner of BY
Partners, Brahman Capital has investment responsibility with respect to
securities held in the account of BY Partners. 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. Marlin I has the power to vote and to dispose of the shares of
Common Stock owned by it, which power may be exercised by Marlin Management as
its sole general partner. Messrs. Franklin and Ashken, as sole managing
partners of Marlin Management, have the power to vote and to dispose of the
shares of Common Stock owned by Marlin Management.
<PAGE>
Page 23 of 26 Pages
Item 5(c) is hereby deleted and the following inserted in its
place:
(c) No other transactions were effected by any of the persons named
in response to Item 5(a) above since the date of filing of Amendment No. 4 to
this Schedule 13D.
Item 5(e) is hereby deleted and the following inserted in its place:
As of the close of business on October 29, 1999, the Reporting
Persons filing hereby ceased to be the beneficial owners of more than five
percent of the shares of Common Stock of the Company.
<PAGE>
Page 24 of 26 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: November 23, 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
<PAGE>
Page 25 of 26 Pages
BRAHMAN BULL FUND, 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
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
<PAGE>
Page 26 of 26 Pages
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>
