<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
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
<TABLE>
<CAPTION>
=======================================================================================================
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
- -------------------------------------------------------------------------------------------------------
<S> <C>
$402,500,000 $80,500
=======================================================================================================
</TABLE>
* 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $80,500 Filing Party: Corporate Express, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: February 6, 1998
</TABLE>
================================================================================
<PAGE> 2
The Issuer Tender Offer Statement on Schedule 13E-4 dated February 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 in excess of
15,000,000 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 1. SECURITIES AND ISSUER.
Upon the terms and subject to the conditions set forth in the Offer, the
Company is extending the Offer and the Offer, proration period and withdrawal
rights will now expire at 5:00 p.m., New York City time, on Friday, April 10,
1998, unless further extended by the Company. In addition, the Company has
waived the condition that a minimum of 15,000,000 Shares be tendered. As a
result, the Offer is no longer subject to a minimum number of Shares being
tendered.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (10) Form of Press Release issued by the Company on
February 27, 1998.
(11) Form of Letter to Certain of the Company's 401(k) Plan
Participants from the Company.
(12) Form of Letter to Certain of the Company's 401(k) Plan
Participants from the Trustee.
2
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4
is true, complete and correct.
CORPORATE EXPRESS, INC.
By: /s/ RICHARD L. MILLETT, JR.
----------------------------------
Name: Richard L. Millett, Jr.
Title: Vice President and General
Counsel
Dated: March 2, 1998
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C> <C>
(a) (10) -- Form of Press Release issued by the Company on
February 27, 1998.
(11) -- Form of Letter to Certain of the Company's 401(k) Plan
Participants from the Company.
(12) -- Form of Letter to Certain of the Company's 401(k) Plan
Participants from the Trustee.
</TABLE>
<PAGE> 1
EXHIBIT (a)(10)
NEWS RELEASE
Corporate Express, Inc. Announces Extension of
Tender Offer for Shares of its Common Stock
Broomfield, Colorado (February 27, 1998) -- Corporate Express, Inc. (Nasdaq:
CEXP) a leading supplier of non-production goods and services to large
corporations, announced today that it has extended the expiration date of its
Dutch Auction tender offer to purchase up to 35,000,000 shares of its issued and
outstanding common stock at a purchase price not greater than $11.50 nor less
than $10.00 per share. The tender offer, proration period and withdrawal rights
will now expire at 5:00 p.m., New York City time, on Friday, April 10, 1998,
unless further extended by the Company. The Company has been informed by the
depositary that approximately 1,000,000 shares have been tendered through
yesterday and the Company announced that it waived its condition that a minimum
of 15,000,000 shares be tendered pursuant to the tender offer. As a result of
this waiver, the Company's offer is no longer subject to a minimum number of
shares being tendered.
The Company stated that it was extending the tender offer with the advice of
counsel since the Company expects to announce its results of operations for its
new fiscal year ended January 31, 1998 on or about April 6, 1998, and the
Company believes that its shareholders should have this information prior to
the expiration of the tender offer. Further, the Company has learned that a
number of shareholders experienced delays in receiving the Company's tender
offer materials and the Company is concerned that these shareholders may not
have sufficient opportunity to review the materials and decide whether to
tender their shares.
The dealer managers for the tender offer are Donaldson, Lufkin & Jenrette
Securities Corporation and BT Alex Brown Incorporated and the depositary and
information agent is ChaseMellon Shareholder Services, L.L.C.
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
<PAGE> 1
CORPORATE EXPRESS, INC.
1 ENVIRONMENTAL WAY
BROOMFIELD, COLORADO 80021-3416
March 2, 1998
Dear participants in the Corporate Express, Inc. 401(k) Retirement Plan (the
"Plan"):
Corporate Express, Inc. (the "Company") has announced that the Company's
Board of Directors approved a plan to repurchase up to 35,000,000 shares of the
Company's common stock. In this repurchase plan, called a "tender offer,"
shareholders have an opportunity to sell any or all of their shares of Company
common stock at prices within a range of not greater than $11.50 nor less than
$10.00 per share. After shares are tendered by shareholders, the Company selects
a price and buys back shares at such selected price (which will be within that
range) that have been tendered at or below that price. On February 27, 1998, the
Company announced that it had extended the termination date of the tender offer
and waived the condition that a minimum number of shares be tendered.
Enclosed with this letter are materials relating to this tender offer,
including a letter from Norwest Banks of Colorado, Inc. ("Norwest"), the trustee
of the Plan.
These materials contain important information about the tender offer and
should be carefully reviewed, keeping in mind the following points:
- As a Plan participant, you have the right to decide whether or not to
direct Norwest to tender shares reflecting your interest in the Corporate
Express, Inc. Stock Fund (the "Fund") credited to your individual account.
Only Norwest, as the trustee of the Plan, can actually tender the shares
attributable to your individual account.
- If you decide to direct Norwest to tender any or all of your shares, you
will be entitled to specify the price or prices (within the limits of the
tender offer) at which they should be tendered. Refer to the instructions
on the enclosed "Direction Form," which must be filled out and returned to
Norwest in the enclosed envelope.
-- The Direction Form must be received by Norwest by 5:00 P.M., Denver,
Colorado time, on Wednesday, April 8, 1998, unless this deadline is
extended.
-- Be sure to complete and return the Direction Form even if you decide not
to instruct Norwest to tender any of your shares.
- If Norwest does not receive a complete, signed, original Direction Form by
the deadline, Norwest will not tender any shares reflecting your interest
in the Fund credited to your individual account.
- IMPORTANT: IF YOU DIRECT NORWEST TO TENDER PLAN SHARES ATTRIBUTABLE TO
YOUR INDIVIDUAL ACCOUNT AND THEY ARE REPURCHASED BY THE COMPANY, ANY
PROCEEDS WILL BE REINVESTED IN THE MONEY MARKET FUND AS SOON AS
ADMINISTRATIVELY PRACTICABLE AND SUCH INVESTMENT WILL BE CREDITED TO YOUR
INDIVIDUAL ACCOUNT.
- IF YOU WISH TO HAVE ANY PROCEEDS OF THE SALE OF SHARES ATTRIBUTABLE TO
YOUR INDIVIDUAL ACCOUNT WHICH WERE REINVESTED IN THE MONEY MARKET FUND
INVESTED IN OTHER INVESTMENT OPTIONS OFFERED UNDER THE PLAN, PLEASE CALL
GREAT WEST LIFE KEYTALK AT 1-800-456-5112 AFTER THE REINVESTMENT IS
COMPLETE.
- While there is no gain or loss recognized by participants in the Plan as a
result of this tender offer, the tax treatment of future withdrawals or
distributions from the Plan may be adversely impacted by a tender or sale
of shares in the Fund (see the "Investment of Tender Proceeds" section in
the enclosed letter from Norwest).
- Norwest and its agents will keep your decision confidential and will not
disclose it to any directors, officers or employees of the Company.
- Neither the Company, its Board of Directors, Norwest as trustee, the
Dealer Managers nor any other party makes any recommendations to you as to
whether or not to tender shares or the price at which to tender. You must
make your own decision on this offer.
- Because the Plan is a participant-directed plan under section 404(c) of
the Employee Retirement Income Security Act of 1974, as amended, you are
responsible for your own investment decisions -- not Norwest or the
Company.
If you have any questions after reviewing the materials, contact:
- Great West Life Customer Service at 1-800-338-4015 for information on the
procedure for tendering the shares attributable to your individual
account, or
- ChaseMellon Shareholder Services, L.L.C., the Information Agent for the
tender offer, at 1-800-851-9671 for questions on the terms and conditions
of the tender offer.
Sincerely,
CORPORATE EXPRESS, INC.
<PAGE> 2
QUESTIONS AND ANSWERS FOR PLAN PARTICIPANTS ABOUT THE
CORPORATE EXPRESS, INC. TENDER OFFER
Q. WHY IS THE COMPANY MAKING THIS TENDER OFFER TO PARTICIPANTS IN THE
PLAN?
A. As a participant in the Plan, you may have a proportional interest in the
Fund. Under the terms of the Plan, you have the right to direct the
investment of the contributions allocated to your individual accounts. The
Fund is invested in Corporate Express, Inc. common stock, and your
proportional interest in the Fund is held in an individual account for you by
Norwest (along with the Plan's other investment funds). The Plan provides
that you may direct Norwest to tender the number of shares of Corporate
Express, Inc. common stock that reflect your proportional interest in the
Fund.
Q. IF I DECIDE TO DIRECT NORWEST TO TENDER THE SHARES THAT REFLECT MY
PROPORTIONAL INTEREST IN THE FUND, WILL I BE PAID THE PROCEEDS DIRECTLY?
A. No. All proceeds from any Fund shares that are tendered and sold will be
credited to your account and automatically invested by Norwest in the Money
Market Fund. The proceeds will be part of your individual account and may not
be distributed except in accordance with the applicable terms of the Plan.
Q. WILL I BE ABLE TO CHANGE THE INVESTMENT FUNDS IN WHICH THE PROCEEDS OF
TENDERED FUND SHARES ARE INVESTED?
A. Yes. Proceeds from the sale of Fund shares may be invested in other
investment options offered under the Plan by contacting Great West Life
Keytalk at 1-800-456-5112 after the reinvestment is complete.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form." Complete and return this form
even if you decide not to direct the tender of any shares.
Q. WILL THE COMPANY KNOW MY DECISION?
A. No. Your decision will be received by Norwest and kept absolutely
confidential by Norwest and its agents. Procedures have been established to
ensure the confidentiality of your decision.
Q. WHAT IS THE DEADLINE FOR RETURNING THE "DIRECTION FORM"?
A. The form must be received by Norwest by 5:00 P.M. Denver, Colorado time, on
Wednesday, April 8, 1998, unless this deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Great West Life Customer Service at 1-800-338-4015 for information on
the procedure for tendering the shares attributable to your individual
account. Contact ChaseMellon Shareholder Services, L.L.C., the Information
Agent for the tender offer, at 1-800-851-9671 for questions on the terms and
conditions of the tender offer.
<PAGE> 1
NORWEST BANKS OF COLORADO, INC.
c/o Norwest Bank Colorado
1740 Broadway
Denver, Colorado 80274-8697
IMMEDIATE ATTENTION REQUIRED
March 2, 1998
RE: CORPORATE EXPRESS, INC. 401(K) RETIREMENT PLAN
Dear Plan Participant:
Our records reflect that a portion of your individual account in the
Corporate Express, Inc. 401(k) Retirement Plan (the "Plan") is invested in
Corporate Express, Inc. common stock, through the Corporate Express, Inc. Stock
Fund. Under the terms of the Plan, you have the power and responsibility for
directing investments in your Plan account.
Enclosed are tender offer materials and a Direction Form that require your
immediate attention. These materials describe an offer to purchase shares of
common stock of Corporate Express, Inc. (the "Company") at prices not greater
than $11.50 nor less than $10.00 per share. As described below, you have the
right to instruct Norwest Banks of Colorado, Inc. ("Norwest"), as Trustee of the
Plan, concerning whether and on what terms to tender shares of the Company's
common stock credited to your individual account under the Plan.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
NORWEST IN THE ENCLOSED RETURN ENVELOPE SO THAT IT IS RECEIVED BY 5:00 P.M.
DENVER, COLORADO TIME, ON WEDNESDAY, APRIL 8, 1998, UNLESS THIS DEADLINE IS
EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT
TO PARTICIPATE IN THE TENDER OFFER DESCRIBED BELOW.
The remainder of this letter summarizes the transaction, your rights under
the Plan and the procedures for completing the Direction Form. You should also
review the more detailed explanation provided in the Offer to Purchase and the
related Letter of Transmittal enclosed with this letter.
BACKGROUND
The Company has made a tender offer to purchase up to 35,000,000 shares of
its common stock, par value $.0002 per share (including the associated purchase
rights, the "Shares"), at prices not greater than $11.50 nor less than $10.00
per Share. The enclosed Offer to Purchase dated February 6, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (together with the Offer to
Purchase, the "Offer") set forth the objectives, terms and conditions of the
Offer and are being provided to all of the Company's shareholders.
The Company's Offer to Purchase extends to the Shares held by the Plan. As
of February 27, 1998, the Plan held approximately 1,397,594 Shares. Only
Norwest, as Trustee of the Plan, can tender these Shares for sale. Nonetheless,
as a Plan participant, you have the right to direct Norwest whether or not to
tender some or all of the Shares credited to your individual account in the
Plan. If you direct Norwest to tender any of the Shares credited to your
individual account, you must also specify the price or prices at which the
Shares should be tendered.
Norwest will tender Shares credited to participant accounts in accordance
with participant instructions. Norwest will not tender Shares credited to
participant accounts for which Norwest does not receive a complete, signed,
original Direction Form.
Please note that the actual tender of Shares credited to your individual
account under the Plan can be made only by Norwest as the holder of record. THE
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER DIRECTLY SHARES CREDITED TO YOUR INDIVIDUAL ACCOUNT
UNDER THE PLAN.
NORWEST MAKES NO RECOMMENDATION AS TO WHETHER TO DIRECT THE TENDER OF
SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN
<PAGE> 2
FROM DIRECTING THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN
DECISION ON THESE MATTERS. AS A PARTICIPANT-DIRECTED PLAN, EACH PARTICIPANT IS
SOLELY RESPONSIBLE FOR THE CONSEQUENCES OF HIS OWN INVESTMENT DECISIONS,
INCLUDING DECISIONS REGARDING TENDER.
CONFIDENTIALITY
TO ASSURE THE CONFIDENTIALITY OF YOUR DECISION, NORWEST AND ITS AFFILIATES
OR AGENTS WILL TABULATE THE DIRECTION FORMS. NEITHER NORWEST NOR ITS AFFILIATES
OR AGENTS WILL MAKE THE RESULTS OF YOUR INDIVIDUAL DIRECTION AVAILABLE TO THE
COMPANY.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which you
should review carefully. However, in broad outline, the transaction will work as
follows with respect to Plan participants:
-- The Company has offered to purchase up to 35,000,000 of its Shares at a
single per Share price not greater than $11.50 nor less than $10.00 per
Share.
-- If you want any of the Shares credited to your individual account under
the Plan sold pursuant to the Offer, you need to instruct Norwest by
completing the enclosed Direction Form and returning it in the enclosed
return envelope.
-- In order to be valid, Direction Forms must be received by Norwest no
later than 5:00 P.M. Denver, Colorado time, on Wednesday, April 8, 1998,
unless the deadline is extended.
-- You need to specify on the Direction Form the per Share price (in
multiples of $.125), which cannot be greater than $11.50 nor less than
$10.00, at which you wish to tender the Shares credited to your
individual account under the Plan.
-- Please complete and return the Direction Form even if you decided not to
participate in the Offer. The form should be returned to Norwest at
Norwest Bank Colorado, 1740 Broadway, Denver, Colorado 80274-8697,
Attention: Ms. Penny Conyers. If Norwest does not receive a complete,
signed, original Direction Form from you by the deadline with respect to
the Shares credited to your individual account, Norwest will not tender
any of such Shares in response to the Offer.
-- After the deadline above for returning the Direction Form to Norwest,
Norwest and its affiliates or agents will complete the tabulation of all
directions and Norwest, as Trustee, will tender the appropriate number
of Shares. For purposes of this tabulation, Norwest will calculate the
number of Shares credited to your individual account based upon the
number of Shares held by the Corporate Express, Inc. Stock Fund as of
the close of business on April 8, 1998. Any Shares attributable to the
contributions made to your account after April 8, 1998 will be
considered uninstructed pursuant to this Offer, and Norwest will not
tender any of such Shares in response to the Offer.
-- After the expiration date of the Offer, the Company will determine the
lowest single per Share price (not greater than $11.50 nor less than
$10.00 per Share) net to the Seller in cash (the "Purchase Price"), that
allows the Company to purchase 35,000,000 Shares.
-- Unless the Offer is terminated or amended in accordance with its terms,
the Company will pay the Purchase Price for all Shares validly tendered
and not withdrawn upon the terms and subject to the conditions of the
Offer. If at the expiration of the Offer, more than 35,000,000 Shares
(or such greater number as the Company may elect to purchase pursuant to
the Offer) have been validly tendered and not withdrawn, the Company
will purchase Shares subject to proration as set forth in Section 1 of
the Offer to Purchase. Participants who tender Shares at or below the
Purchase Price will receive the same per Share Purchase Price for Shares
accepted for purchase.
-- If you direct the tender of any Shares credited to your individual
account at a price in excess of the Purchase Price as finally
determined, those Shares will not be purchased, and the percentage of
your individual account previously invested in Shares will remain
unchanged.
2
<PAGE> 3
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must complete,
sign and return the enclosed Direction Form in the return envelope so that it is
RECEIVED at the address listed on the enclosed return envelope not later than
5:00 P.M. Denver, Colorado time, on Wednesday, April 8, 1998, unless this
deadline is extended. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction Form is not received
by this deadline, or if it is not fully or properly completed, Norwest will not
tender any of your Shares in response to the Offer. To obtain the approximate
number of Shares credited to your individual account contact either Great West
Life Keytalk at 1-800-456-5112 or Great West Life Customer Service at
1-800-338-4015. Prior participants in the Sofco-Mead, Inc. ESOP holding
unregistered or registered Shares should also call Great West Life Customer
Service. As described above, the actual number of Shares credited to your
individual account for purposes of the Offer may vary from this amount.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE
BOX:
-- CHECK BOX 1 if you do not want the Shares credited to your individual
account tendered for sale at any price and simply want the Plan to
continue holding such Shares.
-- CHECK BOX 2 in all other cases and complete the table immediately below
Box 2. Specify the percentage of Shares credited to your individual
account that you want to tender at each price indicated. You may direct
the tender of Shares credited to your individual account at different
prices. To do so, you must state the percentage (in whole numbers) of
Shares to be sold at each indicated price by filling in the percentage
of such Shares on the line immediately before the price. Leave a line
blank if you want no Shares reflecting your interest in Company stock
tendered at that price. THE TOTAL PERCENTAGE OF SHARES REFLECTING YOUR
INTEREST IN COMPANY STOCK MAY NOT EXCEED 100%, BUT IT MAY BE LESS THAN
OR EQUAL TO 100%. IF THIS AMOUNT IS LESS THAN 100%, YOU WILL BE DEEMED
TO HAVE INSTRUCTED NORWEST NOT TO TENDER THE BALANCE OF THE SHARES
CREDITED TO YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that it is
received by Norwest at the address on the return envelope not later than 5:00
P.M. Denver, Colorado time, on Wednesday, April 8, 1998, unless the deadline is
extended. Please complete and return the Direction Form even if you decide not
to participate in the Offer. NO FACSIMILE TRANSMITTALS OF THE DIRECTION FORM
WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 5:00 P.M.
Denver, Colorado time, on Wednesday, April 8, 1998, unless the deadline is
extended. In order to make an effective withdrawal, you must submit a new
Direction Form which may be obtained by calling Great West Life Customer Service
at 1-800-338-4015. Your new Direction Form must include your name, address and
social security number. Upon receipt of a new, completed and signed Direction
Form, your previous direction will be deemed canceled. You may direct the
re-tendering of any Shares credited to your individual account by obtaining an
additional Direction Form from Great West Life and repeating the previous
instructions for directing tenders as set forth in this letter.
INVESTMENT OF TENDER PROCEEDS
For any Shares in the Plan that are tendered to and purchased by the
Company, the Company will pay cash to the Plan. In accordance with the Trust
Agreement, Norwest will invest the proceeds in the Money Market Fund as soon as
administratively possible and will credit such investment to your individual
account. You may call Great West Life Keytalk at 1-800-456-5112 after the
reinvestment is complete to have the proceeds of the sale of Shares which were
invested in the Money Market Fund invested in other investment options offered
under the Plan.
INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT RECEIVE ANY PORTION OF THE
TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE
WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
3
<PAGE> 4
For federal income tax purposes, no gain or loss will be recognized by
participants in the Plan as a result of the tender or sale of Shares held in the
Plan. However, certain tax benefits that may otherwise be available in
connection with the future withdrawal or distribution of Shares from the Plan
may be adversely affected if Shares are tendered and sold. Specifically, under
current federal income tax rules, if a participant receives certain kinds of
distributions of Shares in kind from certain contribution sources, the excess of
the fair market value of the Shares on the date of such withdrawal or
distribution over the cost to the Plan of those Shares is excluded from the
value of the withdrawal or distribution for purposes of determining the
participant's federal income tax liability with respect to the withdrawal or
distribution. Any excess in market value over the cost will be taxed to the
extent realized when the Shares are sold, as long-term capital gain. If you
direct Norwest to tender Shares attributable to your individual account in the
Offer, you may adversely affect your ability to take advantage of this tax
benefit. If you direct Norwest not to tender any Shares attributable to your
individual account, the cost of Shares attributable to your individual account
will not be affected.
This Offer will not affect the investment of your future contributions into
the Corporate Express, Inc. Stock Fund. Nonetheless, as of 5:00 P.M. Denver,
Colorado time, on Wednesday, April 7, 1998, you will NOT be able to make
exchanges or withdrawals into or out of the Corporate Express, Inc. Stock Fund
until all tender offer processing has been completed. Norwest will complete
processing as soon as administratively practicable.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover, tender
offer materials which can be used to tender such Shares directly to the Company.
Those tender offer materials may not be used to direct Norwest to tender or not
tender the Shares credited to your individual account under the Plan. The
direction to tender or not tender Shares credited to your individual account
under the Plan may only be made in accordance with the procedures in this
letter.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender
Shares credited to your individual account under the Plan, please contact Great
West Life Customer Service at 1-800-338-4015. If you require additional
information concerning the terms and conditions of the Offer, please call
ChaseMellon Shareholder Services, L.L.C., the Information Agent for the tender
offer, at 1-800-851-9671.
Sincerely,
NORWEST BANKS OF COLORADO, INC.
4
<PAGE> 5
CORPORATE EXPRESS, INC. 401(K) RETIREMENT PLAN
DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER
TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS.
INSTRUCTIONS
Carefully complete this Direction Form below. Then insert today's date and
sign and print your name in the spaces provided. Place the completed Direction
Form in the enclosed envelope and mail it promptly. YOUR DIRECTION FORM MUST BE
RECEIVED BY NORWEST AT THE ADDRESS ON THE ENCLOSED RETURN ENVELOPE NOT LATER
THAN 5:00 P.M. DENVER, COLORADO TIME, ON WEDNESDAY, APRIL 8, 1998, UNLESS THE
DEADLINE IS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. Direction Forms that are not fully or
properly completed, dated, and signed will be ignored, and Norwest will not
tender the Shares credited to your individual account under the Plan.
NORWEST MAKES NO RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO DIRECT THE
TENDER OF SHARES, THE PRICE AT WHICH TO TENDER, OR TO REFRAIN FROM DIRECTING THE
TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE
MATTERS.
(CHECK ONLY ONE BOX)
[ ] 1.
Please refrain from tendering and continue to HOLD all Shares credited to
my individual account under the Plan.
[ ] 2.
Please TENDER Shares reflecting my interest in the Fund credited to my
individual account in the percentage indicated below for each of the prices
provided. (The total of the percentages may NOT exceed 100% but it may be
less than or equal to 100%.) A blank space before a given price will be
taken to mean that no Shares credited to my account are to be tendered at
that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.
Percentage of Shares Directed to be Tendered: The total of all percentages
must be less than or equal to 100%. If the total is less than 100%, you will be
deemed to have directed Norwest NOT to tender the remaining percentage.
<TABLE>
<S> <C> <C>
_____% at $10.000 _____% at $10.625 _____% at $11.125
_____% at $10.125 _____% at $10.750 _____% at $11.250
_____% at $10.250 _____% at $10.875 _____% at $11.375
_____% at $10.375 _____% at $11.000 _____% at $11.500
_____% at $10.500
</TABLE>
The undersigned hereby directs Norwest Banks of Colorado, Inc. ("Norwest"),
as Trustee of the Corporate Express, Inc. 401(k) Retirement Plan (the "Plan") to
tender to Corporate Express, Inc. (the "Company"), in accordance with the Offer
to Purchase dated February 6, 1998, a copy of which I have received and read,
the indicated percentage of shares of the Company's common stock, par value
$.0002 per share (the "Shares"), credited to my individual account under the
Plan, or to hold such Shares, in either case as provided on this form.
Date _________________________, 1998
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Your signature
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Print your name
