SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
SCHEDULE 13D
(Amendment No. 3)
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)
March 31, 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 33 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 33 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 33 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 33 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 33 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 7,684,740
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,684,740
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,684,740
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 33 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 3,887,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,887,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,887,400
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 33 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 8,149,840
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,149,840
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,149,840
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 33 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 10,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,141,340
9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,141,340
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,151,340
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 33 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 10,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,141,340
9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,141,340
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,151,340
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 33 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 33 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 33 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 25,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 513,960
9 SOLE DISPOSITIVE POWER
REPORTING 25,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
513,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
538,960
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 33 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 33 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, and Amendment No. 2 thereto filed on February 24, 1999, is
hereby further amended by this Amendment No. 3 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 and for its own account, (vii)
Brahman Capital Corp., a Delaware corporation ("Brahman Capital"), with
respect to the shares of Common Stock (A) held for BY Partners, (B) owned by
<PAGE>
Page 16 of 33 Pages
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, (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."
The first sentence of the second paragraph of Item 2(a) is hereby
deleted and the following inserted in its place:
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
liability company ("Marlin Management") with respect to the shares of Common
Stock owned by 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 subject to the control of Marlin Management (and, in the case of
Mr. Franklin, with respect to shares held for his personal account and as
Trustee for the Peter A. Hochfelder Family Trust).
<PAGE>
Page 17 of 33 Pages
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Item 3 is hereby amended by inserting the following paragraphs:
Since February 23, 1999, Brahman Capital (A) purchased 57,500 shares
of Common Stock at a net investment cost of $316,600 (including commissions)
for the account of Brahman Offshore and (B) sold 300 shares of Common Stock
for the account of Brahman Offshore for net proceeds of $1,706 (including
commissions).
The net investment cost (including commissions) is (i) $59,546 for
the 10,000 shares of Common Stock held by Brahman Management for its own
account, (ii) $111,253 for the 10,000 shares of Common Stock held by Mitchell
A. Kuflik as Trustee for the Robert J. Sobel Family Trust, (iii) $111,253 for
the 10,000 shares of Common Stock held by Robert J. Sobel as Trustee for the
Mitchell A. Kuflik Family Trust, (iv) $141,027 for the 15,000 shares held by
Martin E. Franklin as Trustee for the Peter A. Hochfelder Family Trust, (v)
$15,327 for the 2,650 shares of Common Stock held by Stacy Hochfelder as
custodian for Charles A. Hochfelder, (vi) $15,788 for the 2,850 shares of
Common Stock held by Stacy Hochfelder as custodian for Harrison S. Hochfelder
and (vii) $14,940 for the 3,000 shares of Common Stock held by Stacy
Hochfelder for her own account.
Item 4. Purpose of the Transaction.
- ------ ---------------------------
Item 4 is hereby amended by the addition of the following
On March 31, 1999, Mr. Franklin was elected to be a director by the
Board of Directors of the Company. In that connection , Mr. Franklin, the
other Reporting Persons and the Company entered into a letter agreement, a
copy of which is attached as Exhibit 4, which restricts the actions of the
Reporting Persons with respect to the Company and its stock.
<PAGE>
Page 18 of 33 Pages
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 March 31, 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 7,684,740 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 and inclusive of the 10,000 shares of Common Stock
held for its own account); (vi) Brahman Capital owns beneficially 3,887,400
shares of Common Stock, constituting approximately 3.7% of the shares
outstanding (such amount is inclusive of (A) the 3,420,800 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 the 500 call options on or before April 16, 1999 and (D) the
246,600 shares held for the account of Brahman Offshore); (vii) each of
Messrs. Sobel and Kuflik own beneficially 8,151,340 shares of Common Stock,
constituting approximately 7.8% of the shares outstanding (such amounts are
inclusive of (A) for Robert J. Sobel, the 10,000 shares of Common Stock he
holds as Trustee for the Mitchell A. Kuflik Family Trust and (B) for Mitchell
A. Kuflik, the 10,000 shares of Common Stock he holds as Trustee for the
Robert J. Sobel Family Trust); (viii) Peter A. Hochfelder owns beneficially
8,149,840 shares of Common Stock, constituting approximately 7.8% of the
<PAGE>
Page 19 of 33 Pages
shares outstanding (such amount is inclusive of (A) the 2,650 shares of Common
Stock held by Stacy Hochfelder as custodian for Charles A. Hochfelder, (B) the
2,850 shares of Common Stock held by Stacy Hochfelder as custodian for
Harrison S. Hochfelder and (C) the 3,000 shares of Common Stock held by Stacy
Hochfelder for her own account); (ix) Marlin I owns beneficially 513,960
shares of Common Stock, constituting approximately 0.5% of the shares
outstanding; (x) 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); (xi) Mr. Ashken owns beneficially
513,960 shares of Common Stock, constituting approximately 0.5% of the shares
outstanding; and (xii) Mr. Franklin owns beneficially 538,960 shares of Common
Stock, constituting approximately 0.5% of the shares outstanding (such amount
is inclusive of the 10,000 shares of Common Stock held for his own account and
the 15,000 shares of Common Stock held as Trustee of the Peter A. Hochfelder
Family Trust). 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
8,718,800 shares, constituting approximately 8.4% of the shares outstanding.
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. 2 to this Schedule 13D,
and, with respect to certain other transactions, since November 3, 1998, 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 20 of 33 Pages
Item 7. Material to be Filed as Exhibits.
- ------ ---------------------------------
Item 7 is hereby amended by the addition of the following:
4. Letter Agreement among each of the Brahman Reporting Persons, the
Marlin Reporting Persons and the Company, dated March 30, 1999.
<PAGE>
Page 21 of 33 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: April 2, 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 22 of 33 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 23 of 33 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)
- ------------------------------------------------------------------------------
2-24-99 15,000 $5.619
2-24-99 (300) 5.750
2-25-99 17,500 5.508
2-26-99 13,000 5.444
3-03-99 1,000 5.313
3-04-99 11,000 5.126
<PAGE>
Page 24 of 33 Pages
Schedule A
Brahman Management, L.L.C.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-06-98 10,000 $5.950
<PAGE>
Page 25 of 33 Pages
Schedule A
Martin E. Franklin, as Trustee for
the Peter A. Hochfelder Family Trust
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-06-98 5,000 $5.950
<PAGE>
Page 26 of 33 Pages
Schedule A
Stacy Hochfelder
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
3-23-99 3,000 $4.980
<PAGE>
Page 27 of 33 Pages
Schedule A
Stacy Hochfelder, as Custodian for
Charles A. Hochfelder (UGMA)
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-04-98 325 $7.000
11-04-98 325 7.570
2-23-99 2,000 5.290
<PAGE>
Page 28 of 33 Pages
Schedule A
Stacy Hochfelder, as Custodian for
Harrison S. Hochfelder (UGMA)
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-04-98 175 $7.000
11-04-98 175 7.570
2-23-99 2,500 5.290
<PAGE>
Page 29 of 33 Pages
Exhibit 4
[Marlin Holdings Inc.]
March 30, 1999
The Board of Directors
Corporate Express, Inc.
1 Environmental Way
Broomfield, CO 80021
To the Board of Directors:
In consideration for, and as a pre-condition to, the appointment of
Martin E. Franklin ("Franklin") as a director of Corporate Express, Inc., a
Colorado corporation (the "Company"), Franklin, on behalf of himself and those
parties for whom he is acting, including the parties filing a Schedule 13D
with respect to the Company dated December 31, 1998, as subsequently amended,
as set forth in Attachment A hereto (each, a "Filer"), hereby reiterates that
he intends to serve as a director for the benefit of all the Company's
shareholders, and that, barring any material change in Franklin's personal
circumstances, or any significant impairment of Franklin's relationship with
the other directors of the Company, Franklin intends to serve as a director
for at least six months, and Franklin hereby agrees, subject to the provisions
of the sentence next following, that for a period (the "Standstill Period")
beginning on the date of this agreement, through and including the earlier of
(i) the effective date of Franklin's resignation as a director of the Company
and (ii) September 30, 1999, Franklin shall not:
(a) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" to vote (as such terms are use in the
proxy rules of the SEC) securities of the Company, or seek to
advise or influence any person or entity with respect to any voting
of any securities of the Company, or initiate or propose any
shareholder proposals for submission to a vote of shareholders,
whether by action at a shareholder meeting or by written consent,
with respect to the Company;
(b) acquire or seek to acquire, by purchase or otherwise, ownership
(including, but not limited to, beneficial ownership) of (i) 10% or
more of any class of securities, including without limitation the
common stock, issued by the Company, or direct or indirect rights
(including convertible securities) or options to acquire such
ownership, or (ii) any of the assets or businesses of the Company,
or direct or indirect rights or options to acquire such ownership;
(c) make any public announcement with respect to or make or submit a
proposal or offer (with or without conditions) for the securities
or assets of the Company or any extraordinary transaction involving
the Company or any of its subsidiaries;
<PAGE>
Page 30 of 33 Pages
Board of Directors
Corporate Express, Inc.
March 30, 1999
Page 2
(d) submit or effect any filing or application, or seek to obtain any
permit, consent or agreement, approval or other action, required by
or from any regulatory agency with respect to an acquisition of the
Company or any of its securities or assets;
(e) otherwise act alone or in concert with others to seek to control
the management, board of directors or policies of the Company;
(f) institute, prosecute or pursue against the Company or any of its
officers, directors, representatives, trustees, employees,
attorneys, advisors, agents, affiliates or associates, (i) any
claim with respect to any action hereafter duly approved by the
Company's directors, or (ii) any claim on behalf of a class of the
Company's security holders;
(g) make any filing under the Exchange Act, including, without
limitation, under Section 13(d) thereof, disclosing any intention,
plan or arrangement inconsistent with the foregoing, form,
join or in any way participate in a group to take any action
otherwise prohibited by the terms of this agreement, or make any
public announcement with respect to any of the foregoing; or
(h) propose any of the foregoing unless and until such proposal is
specifically invited by the Company.
The Company agrees that the prohibitions of the preceding sentence shall not
apply to any persons or entities that are not under control of Franklin or
under the control of any Filer and are engaged in the regular business of
trading in publicly-traded securities, and that this agreement shall not
restrict or limit Franklin's ability to resign his position as a director of
the Company during the Standstill Period at any time consistent with the
representations set forth in the first paragraph of this letter, upon delivery
of two business days' written notice to the Company.
Franklin acknowledges that the Colorado Business Corporation Act requires
that he discharge his duties as a director in good faith, with the care an
ordinarily prudent person in like position would exercise under similar
circumstances, in a manner he reasonably believes to be in the best interests
of all the shareholders of the Company, and he represents that it is his
intention to act in accord with the foregoing principles.
Franklin agrees not to use any proprietary, significant and material non-
public information regarding the Company or its business activities, plans and
projections other than in connection with the performance of his duties as a
director of the Company and to hold all such information in confidence.
Franklin represents to the Company that (1) to his knowledge, he is a member
of a "group" (as such term is used in the rules of the SEC) that includes only
the parties listed in Attachment A hereto, who hold in the aggregate 8,718,800
shares of the Company's common stock, and (2) he will make all filings
required by Section 13(d) of the Exchange Act in a timely and accurate manner,
<PAGE>
Page 31 of 33 Pages
Board of Directors
Corporate Express, Inc.
March 30, 1999
Page 3
including with respect to any change in the composition of the group and any
plans or proposals reportable under Item 4 of Schedule 13D. The obligations
in this paragraph shall survive the Standstill Period and any termination of
this agreement.
Upon the expiration of the Standstill Period, this agreement and any
obligations of Franklin and the Filers related hereto shall cease to have any
force or effect, except as otherwise specifically stated herein.
This agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Colorado, without regard to
the principles of conflict of laws. Remedies available to the Company if any
provision of this agreement is not performed in accordance with its terms or
is otherwise breached will include, but not be limited to, specific
performance of any provision of this agreement.
If the foregoing correctly reflects your understanding of these matters,
please indicate your agreement to the terms of this letter by signing and
returning the enclosed copy of this letter.
Very truly yours,
MARTIN E. FRANKLIN
/s/ Martin E. Franklin
_________________________
IAN G.H. ASHKEN
/s/ Ian G.H. Ashken
_________________________
MARLIN PARTNERS I, L.P.
By: MARLIN MANAGEMENT, L.L.C.
/s/ Martin E. Franklin
By:_________________________
Name:
Title:
MARLIN MANAGEMENT, L.L.C.
/s/ Ian G.H. Ashken
By:_________________________
Name:
Title:
<PAGE>
Page 32 of 33 Pages
Board of Directors
Corporate Express, Inc.
March 30, 1999
Page 4
PETER A. HOCHFELDER
/s/ Peter A. Hochfelder
_________________________
ROBERT J. SOBEL
/s/ Robert J. Sobel
_________________________
MITCHELL A. KUFLIK
/s/ Mitchell A. Kuflik
_________________________
BRAHMAN PARTNERS II, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
/s/ Peter A. Hochfelder
By:_________________________
Name:
Title:
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
/s/ Peter A. Hochfelder
By:_________________________
Name:
Title:
BY PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
/s/ Peter A. Hochfelder
By:_________________________
Name:
Title:
<PAGE>
Page 33 of 33 Pages
Board of Directors
Corporate Express, Inc.
March 30, 1999
Page 5
BRAHMAN MANAGEMENT, L.L.C.
/s/ Peter A. Hochfelder
By:_________________________
Name:
Title:
BRAHMAN CAPITAL CORP.
/s/ Peter A. Hochfelder
By:_________________________
Name:
Title:
Acknowledged and Agreed:
CORPORATE EXPRESS, INC.
/s/ Robert King
By:_________________________
Name:
Title:
