SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
SCHEDULE 13D
(Amendment No. 1)
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)
January 20, 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 23 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 771,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
771,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
771,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 3 of 23 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 2,813,740
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,813,740
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,813,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 4 of 23 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 23 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 23 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 7,045,940
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,045,940
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,045,940
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.8%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 7 of 23 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 3,607,800
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,607,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,607,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.5%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 8 of 23 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 7,232,940
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,232,940
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,232,940
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 9 of 23 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 7,232,940
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,232,940
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,232,940
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 10 of 23 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 7,232,940
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,232,940
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,232,940
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 11 of 23 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 23 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 23 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 23 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 23 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, is hereby amended by this Amendment 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 16 of 23 Pages
Stock (A) held for BY Partners and (B) owned by Brahman Capital for its own
account 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
are hereinafter referred to collectively as the "Brahman Reporting Persons."
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Item 3 is hereby amended by inserting the following paragraph:
Since the initial Schedule 13D filing, (i) Brahman Institutional
purchased 191,340 shares of common Stock at a net investment cost of
$1,144,316 (including commissions); (ii) Brahman Capital purchased 187,000
shares of Common Stock at a net investment cost of $851,041 (including
commissions) for its own account, which amount includes the purchase of 500
call options representing 50,000 shares of Common Stock, exercisable at $5.00
per share on or before April 16, 1999, for a net investment cost of $80,003
(including commissions); and (iii) Marlin I purchased 13,960 shares of Common
stock at a net investment cost of $82,504 (including commissions).
<PAGE>
Page 17 of 23 Pages
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5(a) is hereby deleted and the following inserted in its place:
(a) As of the close of business on January 19, 1999, (i) Brahman II
owns beneficially 771,400 shares of Common Stock, constituting approximately
0.7% of the shares outstanding; (ii) Brahman Institutional owns beneficially
2,813,740 shares of Common Stock, constituting approximately 2.7% 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 7,045,940 shares of Common Stock, constituting approximately 6.8%
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 3,607,800
shares of Common Stock, constituting approximately 3.5% of the shares
outstanding (such amount is inclusive of (A) the shares held by BY Partners,
(B) the 137,000 shares held by Brahman Capital for its own account and (C) the
50,000 shares which may be purchased by Brahman Capital through exercise of
the 500 call options on or before April 16, 1999); (vii) each of Messrs.
Hochfelder, Sobel and Kuflik own beneficially 7,232,940 shares of Common
Stock, constituting approximately 6.9% 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
Page 18 of 23 Pages
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 7,746,900 shares,
constituting approximately 7.4% of the shares outstanding. The percentages
used herein are calculated based upon the 104,102,311 shares of Common Stock
which the Company has reported to be outstanding as of December 4, 1998 in its
most recent filing with the SEC on Form 10-Q for the quarter ended October 31,
1998.
Item 5(c) is hereby deleted and the following inserted in its place:
(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 initial Schedule 13D filing 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 19 of 23 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: January 20, 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 20 of 23 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 21 of 23 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)
- ------------------------------------------------------------------------------
1-08-99 1,000 $6.063
1-13-99 114,600 5.751
1-15-99 69,900 6.141
1-19-99 6,340 6.063
<PAGE>
Page 22 of 23 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)
- ------------------------------------------------------------------------------
1-04-99 92,500 $5.508
1-05-99 10,000 5.546
1-07-99 2,000 5.945
1-12-99 27,500 5.981
1-14-99 5,000 5.940
1-04-99 50,000 $1.60 premium
per call
(500 April 1999 $5.00 calls)
<PAGE>
Page 23 of 23 Pages
Schedule A
Marlin Partners I, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
1-13-99 8,400 $5.751
1-15-99 5,100 6.141
1-19-99 460 6.063
<PAGE>
