---------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
SCHEDULE 13D
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)
December 31, 1998
(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 [X].
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 39 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 39 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 2,621,900
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,621,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,621,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 4 of 39 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 39 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 39 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 6,854,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,854,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,854,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 7 of 39 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 3,420,800
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*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 8 of 39 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 6,854,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,854,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,854,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 9 of 39 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 6,854,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,854,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,854,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 10 of 39 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 6,854,100
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,854,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,854,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 11 of 39 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 500,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 12 of 39 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 500,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 13 of 39 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 500,000
9 SOLE DISPOSITIVE POWER
REPORTING 10,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
510,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 219888104 Page 14 of 39 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 500,000
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
500,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer. Page 15 of 39 Pages
- ------ -------------------
This statement relates 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.
Item 2. Identity and Background.
- ------ -----------------------
(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
Stock held for BY Partners 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
<PAGE>
Page 16 of 39 Pages
and entities 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
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 10,000 shares held for his personal account).
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.
<PAGE>
Page 17 of 39 Pages
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 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.
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.
<PAGE>
Page 18 of 39 Pages
(b) The address of the principal business and principal office of
Brahman II, Brahman Institutional, BY Partners, Brahman Bull, Brahman
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.
(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.
(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).
<PAGE>
Page 19 of 39 Pages
(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.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The net investment cost (including commissions) is (i) $8,862,683
for the 771,400 shares of Common Stock held by Brahman II; (ii) $29,596,254
for the 2,621,900 shares of Common Stock held by Brahman Institutional; (iii)
$36,884,891 for the 3,420,800 shares of Common Stock held by BY Partners; (iv)
$279,588 for the 40,000 shares of Common Stock held by Brahman Bull; (v)
$2,447,400 for the 500,000 shares of Common Stock held by Marlin I and (vi)
$71,875 for the 10,000 shares of Common Stock held by Mr. Franklin for his
personal account. In (i) through (v) above, the funds were furnished from the
investment capital of the respective entity and its affiliates. The shares
beneficially owned by the Brahman Reporting Persons are held in commingled
margin accounts maintained with Bear, Stearns & Co. Inc.
<PAGE>
Page 20 of 39 Pages
Item 4. Purpose of Transaction.
- ------ ----------------------
The Brahman Reporting Persons acquired their Common Stock for
investment purposes, and intend to continue to evaluate the performance of the
Common Stock as an investment in the ordinary course of their business.
The Marlin Reporting persons have acquired their Common Stock
because they believe there are approaches and strategies to maximize
shareholder value that the Company should pursue.
The Brahman Reporting Persons have had discussions recently with
representatives of the Company in which the Brahman Reporting Persons
expressed their dissatisfaction with the recent performance of the Common
Stock and the overall financial performance and direction of the Company.
On January 4, 1999, Marlin Management sent a letter to the Board of
Directors of the Company outlining its views and suggestions for action. That
letter is attached as Exhibit 2 hereto.
If the action referred to in such letter is not taken by the Company
to the satisfaction of the Marlin Reporting Persons, on or before January 31,
1999, the Marlin Reporting Persons may hold discussions with other
stockholders and third parties and take other action in which they suggest or
take a position with respect to potential changes in the operations,
management and strategic direction of the Company as a means of enhancing
shareholder value. Such suggestions or positions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D form, including, without limitation, such matters as disposing of
one or more lines of business, selling the Company, changing operating or
<PAGE>
Page 21 of 39 Pages
marketing strategies, changing the senior management or membership of the
Board of Directors of the Company, reviewing compensation policies, and
retaining third-party advisors to advise the Company regarding any of the
foregoing matters. Depending on the nature of such suggestions or positions
and other considerations, the Brahman Reporting Persons may support any or all
of the Marlin Reporting Persons' proposals to enhance the Company's value.
Messrs. Hochfelder, Kuflik and Sobel each maintain a personal
investment as a limited partner in Marlin Capital, L.P. ("Marlin Capital").
Marlin Capital is an affiliate of the Marlin Reporting Persons. Mr. Franklin
is a limited partner of Brahman II. Brahman Management has entered into an
agreement with Marlin Management providing that Marlin Management will receive
15% of the net profits (as defined) earned by the Brahman Partnerships on
their shares of Common Stock. (See Exhibit 3 hereto.)
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
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.
Except as set forth above, none of the Reporting Persons has any
current plans or proposals which would relate to or result in any of the
matters set forth in items (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Page 22 of 39 Pages
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
(a) As of the close of business on December 31, 1998, (i) Brahman
II owns beneficially 771,400 shares of Common Stock, constituting
approximately 0.7% of the shares outstanding; (ii) Brahman Institutional owns
beneficially 2,621,900 shares of Common Stock, constituting approximately 2.5%
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 6,854,100 shares of Common Stock, constituting
approximately 6.6% 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 3,420,800 shares of Common Stock, constituting approximately 3.3%
of the shares outstanding (such amount representing the shares held by BY
Partners); (vii) each of Messrs. Hochfelder, Sobel and Kuflik own beneficially
6,854,100 shares of Common Stock, constituting approximately 6.6% of the
shares outstanding; (viii) Marlin I owns beneficially 500,000 shares of Common
Stock, constituting approximately 0.5% of the shares outstanding; (ix) Marlin
Management owns beneficially 500,000 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 500,000 shares of
Common Stock, constituting approximately 0.5% of the shares outstanding; and
(xi)
<PAGE>
Page 23 of 39 Pages
Mr. Franklin owns beneficially 510,000 shares of Common Stock, constituting
approximately 0.5% of the shares outstanding. Brahman Management, Brahman
Capital 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
7,364,100 shares, constituting approximately 7.1% 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.
(b) 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. 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.
(c) The trading dates, number of shares purchased or sold and price
per share (excluding commissions) for all transactions by the Reporting
Persons during the past 60 days 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 24 of 39 Pages
(d) No person other than each respective record owner referred to
herein of shares of Common Stock is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds of sale of such
shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------ Respect to Securities of the Issuer.
-------------------------------------------------------------
Except as described in Item 4 above as evidenced by the letter
agreement, dated January 4, 1999, filed as Exhibit 3 hereto, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between or among such persons and
any other person with respect to any securities of the Company, including but
not limited to transfer or voting of any other securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
1. There is filed herewith as Exhibit 1 a written agreement
relating to the filing of joint acquisition statements as required by Rule
13d-l(k)(1) under the Securities Exchange Act of 1934.
2. Letter to Board of Directors of the company, dated January 4,
1999.
3. Letter Agreement between Marlin Management and Brahman
Management dated January 4, 1999.
<PAGE>
Page 25 of 39 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 4, 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 26 of 39 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 27 of 39 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)
- ------------------------------------------------------------------------------
11-03-98 1,900 $11.128
11-03-98 (25,000) 11.113
12-01-98 (24,500) 5.786
12-09-98 (7,100) 5.592
12-09-98 (35,000) 5.570
12-10-98 (153,600) 5.916
12-10-98 (25,000) 6.094
<PAGE>
Page 28 of 39 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)
- ------------------------------------------------------------------------------
11-03-98 5,000 $11.128
11-16-98 37,300 6.067
11-16-98 10,000 6.125
<PAGE>
Page 29 of 39 Pages
Schedule A
BY Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-03-98 5,600 $11.128
12-04-98 102,500 4.744
<PAGE>
Page 30 of 39 Pages
Schedule A
Brahman Bull Fund, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-05-98 40,000 $6.930
<PAGE>
Page 31 of 39 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)
- ------------------------------------------------------------------------------
12-23-98 100,000 $4.912
12-24-98 100,000 4.817
12-28-98 100,000 4.702
12-30-98 100,000 4.851
<PAGE>
Page 32 of 39 Pages
Schedule A
Martin E. Franklin
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (or sold) (excluding commissions)
- ------------------------------------------------------------------------------
11-05-98 10,000 $7.125
12-21-98 100,000 5.143
<PAGE>
Page 33 of 39 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
__________
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
<PAGE>
Page 34 of 39 Pages
concerning the other, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: January 4, 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 35 of 39 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 36 of 39 Pages
EXHIBIT 2
[Marlin Management, L.L.C. letterhead]
January 4, 1999
The Board of Directors
Corporate Express, Inc.
1 Environmental Way
Broomfield, CO 80021-3416
Dear Sirs:
As indicated in our Schedule 13-D, which was filed today, Marlin Partners I,
LP and Brahman Management L.L.C. together own an aggregate of 7,364,100
shares, or 7.1% of the primary outstanding common stock, of Corporate Express.
We are writing to you to express our deep concern regarding the strategic
direction of the Company. Since September 1994, the date of the Company's
initial public offering, the shares have moved from an IPO price of $7 1/8 to
a high of $28 and now stand at $5. This is 30% below the IPO price while
revenues have risen from $165 million to over $4 billion during the same four
year period.
The rapid-fire acquisition strategy executed by Jirka Rysavy, the Company's
founder/chairman, has built a large company, but not a company that has
delivered returns for shareholders. The Company is struggling under an over-
leveraged capital structure, due in part to an ill-timed Dutch Auction tender
offer that repurchased 25% of the Company's common stock at more than double
the Company's current share price.
The Company has lost credibility after repeatedly missing Wall Street
expectations. Five of the eight Wall Street firms that write equity research
rate the company as a "market perform" or "hold"; the others do not offer an
opinion. Moody's bond rating monthly service has downgraded its outlook on
the Company's credit status to "negative" and the Company is only a year away
from suffering a further hit to pre-tax earnings of at least $15 million as a
result of the additional interest expense that will arise from the need to
refinance its $325 million convertible bonds.
It is time for the board of directors to recognize deteriorating fundamentals
and take positive action to create shareholder value. At a time when the
stock market is reaching new all-time highs and the Company's market sector is
poised to benefit in an internet age, Corporate Express has lost its strategic
direction and is languishing under a mountain of debt.
<PAGE>
Page 37 of 39 Pages
As you will see from our background described in the Schedule 13-D filing,
your type of predicament is not unfamiliar to us. Substantial opportunities
exist to create value for shareholders. Corporate Express has established a
unique and valuable leadership position in providing goods and services to
many of the world's largest corporations. We are well aware of its strategic
value as evidenced by the fact that potential synergies with merger partners
could themselves exceed the current pre-tax earnings of the Company.
We have two specific suggestions that we believe will be fundamental to the
Company in starting to create value for its shareholders.
1. Make Robert King the Chairman and Chief Executive Officer of the
Company, thereby allowing professional operating management to take
full day-to-day control of the strategic direction of the Company.
2. Formally retain an investment banker to evaluate strategic
alternatives available to the Company, including a merger with a
partner that provides significant operating synergies.
These recommendations are fundamental to achieving shareholder value, but are
only a start. Tangible action is required to evidence that the board is
prepared to take the necessary steps to put an end to the steady decline in
the Company's market value. If no steps are taken to address these items by
the end of January, we will be compelled to become activist shareholders.
We hope our suggestions are very much in line with the board's current plans
and look forward to an open and productive dialogue that best serves the
interest of all shareholders.
Yours sincerely,
/s/Martin E. Franklin
Martin E. Franklin
cc: Individual Directors
<PAGE>
Page 38 of 39 Pages
EXHIBIT 3
[Letterhead of Marlin Management L.L.C.]
January 4, 1999
Brahman Management LLC
277 Park Avenue
New York, NY 10172
Gentlemen:
You and we have discussed our mutual concern about the direction in which
Corporate Express, Inc. (the "Company") is heading and the need for quick and
major changes in that direction and in the management of the Company.
We understand that you and your affiliates (the "Brahman Group")
presently own 6,854,100 shares of common stock of the Company (the "Subject
Shares") and may purchase additional shares.
In order to induce Marlin Management, LLC and its affiliates ("Marlin")
to take an active role with respect to the Company and its policies, it as
agreed as follows:
1. Marlin will make a joint filing on Schedule 13-D with the Brahman
Group and will notify the Company of our mutual concern in respect of the
Company and its policies.
2. Marlin will, after consultation with the Brahman Group, take such
further actions with respect to the Company as it deems appropriate.
3. The Brahman Group shall pay to Marlin an advisory fee in an amount
(the "Overage") equal to fifteen percent (15%) of the Brahman's Group's
"Profit" (as hereinafter defined), on the Subject Shares at the following
times:
(i) Upon disposition, by sale, transfer, exchange or otherwise
(a "Sale), of all or any portion of the Subject Shares (the Overage will be
payable only with respect to those Subject Shares so disposed of); and
(ii) On June 30, 2000 (the "Terminal Date").
"Profit" shall mean (a) the gross cash proceeds and the fair market value of
non-cash consideration (after brokerage commissions) received from the Sale
over (b) $4.85. In the event that "Profit" is to be measured as of the
Terminal Date, the gross proceeds shall be deemed to be the average closing
price of a share of the Company's common stock for the five trading days
<PAGE>
Page 39 of 39 Pages
immediately preceding the Terminal Date. The fair market value of any non-
cash consideration received shall be determined by agreement of the parties
or, if the parties are unable to reach agreement, by an independent appraiser
selected jointly by the parties. The appraiser shall consider the costs of
converting any such non-cash consideration into cash, including, without
limitation, any discount required to determine the present value of debt
securities.
4. Marlin and the Brahman Group will bear equally the cost of legal
fees and other expenses incurred with respect to the Company as described in
paragraph 2 above. Any payments under this paragraph 4 will be deducted from
the Overage payable to Marlin pursuant to paragraph 3.
5. Each of the Brahman Group and Marlin are free to dispose of all or
any portion of their shares in the Company, including the Subject Shares, at
any time and without prior approval by the other party.
Provided you are in agreement with the foregoing, please sign one copy of
this letter and return it to us.
Very truly yours,
Marlin Management LLC
By: ________________________
Agreed:
Brahman Management LLC
By: ________________________
<PAGE>
