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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 4
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
CORPORATE EXPRESS, INC.
(Name of Issuer)
CORPORATE EXPRESS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK
(Title of Class of Securities)
219888-10-4
(CUSIP Number of Class of Securities)
RICHARD L. MILLETT, JR.
VICE PRESIDENT AND GENERAL COUNSEL
CORPORATE EXPRESS, INC.
1 ENVIRONMENTAL WAY
BROOMFIELD, COLORADO 80021
(303) 664-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)
Copies To:
JUSTIN P. KLEIN, ESQ.
GERALD J. GUARCINI, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
February 6, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$402,500,000 $80,500
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* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 35,000,000 shares of Common Stock at the maximum tender
offer price per share of $11.50.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $80,500 Filing Party: Corporate Express, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: February 6, 1998
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The Issuer Tender Offer Statement on Schedule 13E-4 dated February 6,
1998, as amended by Amendment No. 1 to Schedule 13E-4 dated March 2, 1998,
Amendment No. 2 to Schedule 13E-4 dated April 3, 1998 and Amendment No. 3 to
Schedule 13E-4 dated April 6, 1998, relating to the offer by Corporate Express,
Inc. (the "Company") to purchase up to 35,000,000 shares (or the maximum of any
lesser number of shares as are validly tendered and not withdrawn) of its Common
Stock, par value $.0002 per share (such shares, together with the associated
purchase rights, the "Shares"), at prices not greater than $11.50 nor less than
$10.00 net per Share in cash upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase dated February 6, 1998 and in the
related Letter of Transmittal (together, the "Offer"), is hereby amended as
follows;
ITEM 8. ADDITIONAL INFORMATION.
On April 13, 1998, the Company issued a press release announcing the
expiration of the Offer which expired at 5:00 p.m., New York City time. The
April 13, 1998 press release is attached hereto as Exhibit (a)(14) and is
incorporated herein by reference.
On April 15, 1998, the Company issued a press release announcing the
preliminary results of the Offer which expired at 5:00 p.m., New York City time,
on April 10, 1998. The preliminary count indicated that more than 35,000,000
Shares were tendered and not withdrawn within the tender offer range. The
determination of the actual number of Shares to be purchased and the purchase
price are subject to final confirmation and proper delivery of all Shares
tendered and not withdrawn. The April 15, 1998 press release is attached hereto
as Exhibit (a)(15) and is incorporated herein by reference.
On April 17, 1998, the Company issued a press release announcing the
final results of the Offer which expired at 5:00 p.m., New York City time, on
April 10, 1998 and pursuant to which the Company accepted for payment
35,000,000 Shares at a Price of $10.75 per Share. The Shares purchased
pursuant to the Offer represent approximately 25% of the 142,000,000 Shares
outstanding immediately prior to the Offer. The press release is attached
hereto as Exhibit (a)(16) and is incorporated herein by reference. This
Amendment No. 4 to the Schedule 13E-4 also constitutes the final amendment to
the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under the Securities Exchange
Act of 1934, as amended, and General Instruction (D) to Schedule 13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(14) Form of Press Release issued by the Company on April 13, 1998.
(a)(15) Form of Press Release issued by the Company on April 15, 1998.
(a)(16) Form of Press Release issued by the Company on April 17, 1998.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 4 to Schedule 13E-4 is
true, complete and correct.
CORPORATE EXPRESS, INC.
By: /s/ SAM R. LENO
------------------------------------
Name: Sam R. Leno
Title: Executive Vice President and
Chief Financial Officer
Dated: April 22, 1998
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(14) Form of Press Release issued by the Company on April 13, 1998.
(a)(15) Form of Press Release issued by the Company on April 15, 1998.
(a)(16) Form of Press Release issued by the Company on April 17, 1998.
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EXHIBIT (a)(14)
[CORPORATE EXPRESS LETTERHEAD]
NEWS RELEASE
CORPORATE EXPRESS, INC. ANNOUNCES CLOSE OF TENDER OFFER
BROOMFIELD, COLORADO (April 13, 1998) - Corporate Express, Inc. (Nasdaq: CEXP) a
leading supplier of non-production goods and services to large corporations,
announced today that the Dutch Auction tender offer for its shares of common
stock expired on Friday, April 10, 1998 at 5:00 pm at New York City time.
The Company expects to announce results of the tender offer at the end of the
day April 15, 1998, including the price of the shares the Company purchased on
April 10, 1998.
The Company currently operates in over 500 locations, including 80 distribution
centers, utilizing a fleet of over 10,000 delivery vehicles, and employs
approximately 28,000 people in the United States, Canada, the United Kingdom,
Ireland, Germany, Switzerland, France, Italy, Australia and New Zealand.
Contact: Rick Roth, VP Corporate Communications (303) 664-3970.
To obtain a copy of the news release, call PR Newswire Company News On Call:
(800) 758-5804, Corporate Express Extension Number 103352 or visit our web site
at www.corporate-express.com
#
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EXHIBIT (a)(15)
[CORPORATE EXPRESS LETTERHEAD]
NEWS RELEASE
CORPORATE EXPRESS ANNOUNCES PRELIMINARY TENDER OFFER RESULTS
AND SHARE REPURCHASE PROGRAM
BROOMFIELD, COLORADO (April 15, 1998) - Corporate Express, Inc. (Nasdaq:CEXP),
a leading supplier of non-production goods and services to large corporations,
announced today the preliminary results of its Dutch Auction tender offer,
which expired on Friday, April 10, 1998 at 5:00 p.m., New York City time.
The preliminary count ChaseMellon Shareholder Services, L.L.C., the Company's
depository for the offer, indicated that more than 35 million shares were
tendered and not withdrawn within the tender offer range. The Company expects
to purchase 35 million shares tendered at a price of $10.75 per share.
The determination of the specific shares to be purchased and the purchase price
are subject to final confirmation and the proper delivery of all shares
tendered and not withdrawn, including shares tendered pursuant to the guaranteed
delivery procedure.
Corporate Express, Inc. commenced the tender offer on February 6, 1998, at
which time the Company announced its intention to purchase up to 35 million
shares of common stock at a purchase price not greater than $11.50 nor less than
$10.00 per share.
The tender offer is one of the elements in the Company's plan to increase
shareholder value and earnings per share. The shares purchased represent
approximately 25% of the approximately 142 million shares of common stock
outstanding immediately prior to the offer. After this share purchase, the
Company will have approximately 107 million shares of stock outstanding.
The Company also announced that its Board of Directors, as part of its
continuing strategy to enhance shareholder value, authorized the additional
repurchase of shares of common stock from time to time in open market
transactions, block purchases, privately negotiated transactions and otherwise,
at prevailing prices. Financing for such purchases is available through the
Company's new $1.0 billion credit facility, as well as from cash flow
operations. All such transactions will be conducted in compliance with
applicable rules.
The Company currently operates in over 500 locations, including 80 distribution
centers, utilizes a fleet of over 10,000 delivery vehicles and employs
approximately 28,000 people in the United States, Canada, the United Kingdom,
Ireland, Germany, Switzerland, France, Italy, Australia and New Zealand.
CONTACT: Rick Roth, VP Corporate Communications (303) 664-3970
To obtain a copy of the news release, call PR Newswire Company News On Call:
(800) 758-5804, Corporate Express Extension Number 103352 or visit our web
sites at www.corporate-express.com
#
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EXHIBIT (a)(16)
[CORPORATE EXPRESS LETTERHEAD]
NEWS RELEASE
CORPORATE EXPRESS ANNOUNCES FINAL RESULTS OF TENDER OFFER
BROOMFIELD, COLORADO (April 17, 1998) - Corporate Express, Inc. (Nasdaq:CEXP), a
leading supplier of non-production goods and services to large corporations,
announced today the final results of its Dutch Auction tender offer. The Company
said that it will purchase 35 million shares of its common stock from its
shareholders at a price of $10.75 per share in accordance with the terms of its
tender offer. Since slightly more than 35 million shares were properly tendered
at or below the price of $10.75 per share, the number of shares actually
purchased from each shareholder tendering within the tender offer range (other
than holders of fewer than 100 shares) was prorated based on the proration
method described in the Company's Offer to Purchase. The final proration factor
was approximately 97.32%. The Company's anticipates that payment for purchased
shares will be made on or about Wednesday, April 22, 1998.
The shares of common stock purchased in the offer represent approximately 25%
of the 142 million shares of common stock outstanding immediately prior to the
offer. After this share purchase, the Company will have approximately 107
million shares outstanding.
The Company currently operates in over 500 locations, including 80 distribution
centers, utilizes a fleet of over 10,000 delivery vehicles and employs
approximately 28,000 people in the United States, Canada, the United Kingdom,
Ireland, Germany, Switzerland, France, Italy, Australia and New Zealand.
CONTACT: Rick Roth, VP Corporate Communications (303) 664-3970
To obtain a copy of the news release, call PR Newswire Company News On Call:
(800) 758-5804, Corporate Express Extension Number 103352 or visit our web
sites at www.corporate-express.com
#
