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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 1999
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CORPORATE EXPRESS, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-24642 84-0978360
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
1 Environmental Way
Broomfield, Colorado 80021-3416
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(Address of Principal (Zip Code)
Executive Offices)
(303) 664-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On September 24, 1999, the Registrant entered into the First
Amendment to Agreement and Plan of Merger among Buhrmann NV, North Acquisition
Corporation and the Registrant. On September 27, 1999, the Registrant issued a
press release announcing the aforementioned amendment as well as the following
events: (i) the setting of an October 22, 1999 date for the Registrant's special
shareholders' meeting; (ii) the consummation of the sale of the Registrant's
same-day courier delivery business; and (iii) the execution by the Registrant of
an agreement to settle all outstanding shareholder litigation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated September 27, 1999.
99.2 First Amendment to Agreement and Plan of Merger among
Buhrmann NV, North Acquisition Corporation and
Corporate Express, Inc. dated as of September 24,
1999.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press Release dated September 27, 1999.
99.2 First Amendment to Agreement and Plan of Merger among
Buhrmann NV, North Acquisition Corporation and
Corporate Express, Inc. dated as of September 24, 1999.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORPORATE EXPRESS, INC.
(Registrant)
/s/ Gary M. Jacobs
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Date: October 1, 1999 By: Gary M. Jacobs
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT 99.1
NEWS RELEASE
SEPTEMBER 27, 1999
CONTACT: Linda Dill, Corporate Express Vice President Strategic Planning and
Investor Relations (303)664-3949
CORPORATE EXPRESS AND BUHRMANN NV FIX $9.70 PER SHARE
PURCHASE PRICE THROUGH MERGER AGREEMENT AMENDMENT
CORPORATE EXPRESS COMPLETES SALE OF ITS COURIER DELIVERY BUSINESS
COMPANY SCHEDULES OCTOBER 22 SPECIAL SHAREHOLDERS MEETING TO
VOTE ON CORPORATE EXPRESS-BUHRMANN MERGER
CORPORATE EXPRESS REACHES AGREEMENT TO SETTLE SHAREHOLDER LAWSUITS
BROOMFIELD, Colo. - Corporate Express, Inc. (Nasdaq: CEXP), a leading supplier
essential office and computer products and services to corporations that value
innovative procurement solutions, today announced that the Company and Buhrmann
NV have amended their merger agreement to fix the purchase price for the merger
at $9.70 per share, eliminating the provisions with respect to price
adjustments.
Corporate Express filed its definitive proxy materials with the Securities and
Exchange Commission on September 27, 1999, and has scheduled a special
shareholders meeting on October 22, 1999 for the purpose of voting on the
merger between the Company and Buhrmann. All shareholders as of the record date
of September 13, 1999 will today be mailed notice of the special meeting and
proxy materials and must submit their proxies by October 22, 1999.
The Company also announced its September 24, 1999 closing of the sale of its
subsidiary. Corporate Express Delivery Systems, Inc. ("Delivery Systems"), to
United Shipping & Technology, Inc., (Nasdaq: USHP), a logistics company based in
Minneapolis, Minnesota. The sale of Delivery Systems has no effect on the daily
delivery of Corporate Express' office and computer products and services, which
will continue to be delivered via Corporate Express' fleet of more that 900
delivery vehicles.
In addition, Corporate Express entered into an agreement to settle all
outstanding class action shareholder litigation in connection with the proposed
merger. As a part of the settlement, the Company agreed to make certain
additional disclosures in its proxy statement, obtain an updated fairness
opinion from one of its financial advisors and agreed to pay certain legal fees
of counsel to the plaintiffs. The settlement is subject to confirmatory
discovery and court approval.
Other than the shareholder vote to be taken at the special shareholders meeting,
the Company has satisfied most of the conditions precedent to closing the
Buhrmann merger, and currently anticipates that the transaction will close by
the end of October.
"We are very pleased to have completed the sale of Delivery Systems to United
Shipping & Technology," said Bob King, President and CEO of Corporate Express.
"We are also pleased that the final $9.70 per share cash price has been set, as
well as the progress we've made toward finalizing the merger with Buhrmann,
including the agreement to settle the shareholder lawsuits. The Corporate
Express-Buhrmann merger brings significant value to all of our contingencies -
shareholders, customers, suppliers and employees. We look forward to completing
the shareholder vote process and finalizing the merger."
In its constituting operations, Corporate Express currently operates in nearly
300 locations, including 89 distribution centers, and employs approximately
15,000 people in the United States, Australia, Canada, France, Italy, Germany,
the United Kingdom, Switzerland, Ireland, New Zealand, and the Netherlands.
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EXHIBIT 99.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
First Amendment, dated as of September 24, 1999 (the "First Amendment"), to
Agreement and Plan of Merger, dated as of July 13, 1999 (the "Original
Agreement"), by and among Buhrmann NV, a company organized under the laws of the
Kingdom of The Netherlands (the "Buyer"), North Acquisition Corporation, a
Colorado corporation and a wholly owned subsidiary of the Buyer (the "Merger
Subsidiary"), and Corporate Express, Inc., a Colorado corporation (the
"Company"). The Buyer, the Merger Subsidiary, and the Company are referred to
collectively herein as the "Parties."
WHEREAS, the Buyer and the Company deem it advisable and in the best
interests of their respective shareholders to amend the Original Agreement to
modify certain provisions relating to the merger consideration, to eliminate
certain conditions to the consummation of the Merger, and to adjust the amount
payable for Stay-Put Bonuses and the Option Termination Adjustment Amount if
there is a reduction in the number of Company Stock Options or Warrants prior to
the Effective Date;
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.
SECTION 1 General
Except as set forth herein, all provisions of the Original Agreement remain
in full force and effect. All capitalized terms used herein but not defined
herein shall have the meanings given to them in the Original Agreement.
SECTION 2 Changes to Section 2.4(e): Conversion of Company Shares
Section 2.4(e) of the Original Agreement is amended to read in full as
follows:
Conversion of Company Common Shares. At and as of the Effective Time,
each Company Common Share issued and outstanding immediately prior to
the Effective Time (other than any Dissenting Shares) shall by virtue of
the Merger and without any action on the part of the holder thereof, be
converted into the right to receive the sum in cash of $9.70 (the
"Merger Consideration").
SECTION 3 Elimination of Provisions re: Delivery Systems Spinoff
Section 5.4 (Delivery Systems Spinoff), Section 5.5 (NASDAQ Listing),
subsection (b) of Section 5.7 (Delivery Systems Spinoff), the words following
the phrase "the Delivery Systems Dispositions shall have been consummated" in
subsection (f) of Section 6.1 (Conditions to Obligation of the Buyer and the
Merger Subsidiary) and subsection (a) of Section 6.2 (Conditions to Obligation
of the Company) are eliminated in their entirety.
SECTION 4 Dispositions
The first two sentences of Section 5.3 (Dispositions) are combined and
amended to read in full as follows:
The Company has applied or will apply the Sofco Proceeds, the Forms
Sale Proceeds and the proceeds from the Expedited Dispositions and the
Delivery Systems Dispositions to repay indebtedness under the Company's
existing credit facility.
The Buyer agrees and acknowledges that, to the extent that the Expedited
Dispositions and the Delivery Systems Dispositions, as such transactions were
consummated in accordance with the definitive agreements relating to such
transactions (copies of which were provided to the Buyer prior to the date
hereof), vary from the requirements set forth in subsections (a), (c), (d) or
(g) of Section 5.3, the Buyer consents to such variations.
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SECTION 5 Adjustment to Stay-Put Bonuses and Option Termination Adjustment
Amount
(a) The first sentence of Section 5.19 (Stay-Put Bonuses) is hereby amended
to read in full as follows:
At the request of the Buyer and in order to retain key and necessary
employees following the Merger, the Company will award special employee
bonuses ("Stay-Put Bonuses") in an aggregate amount not to exceed $9.0
million plus such portion of the Adjustment Amount allocated at or promptly
following the Effective Date by executive management of the Surviving
Corporation to pay Stay-Put Bonuses. Stay-Put Bonuses shall be awarded for
the purpose of retaining employees that the Company and the Buyer believe
are important to the operation of the Company's business following the
Merger.
(b) The definition of "Option Termination Adjustment Amount" is amended to
read in full as follows:
"Option Termination Adjustment Amount" means (a) $10.0 million plus
(b) such portion of the Adjustment Amount allocated at or promptly after
the Effective Date by executive management of the Surviving Corporation to
the Option Termination Adjustment Amount.
(c) The following defined term is hereby added to Article I (Definitions):
"Adjustment Amount" is the amount by which the aggregate Merger
Consideration that would be payable upon the exercise of all Company Stock
Options or Warrants existing on July 13, 1999 that are terminated or
cancelled prior to the Effective Time (other than under Section 5.17(a) or
5.17(c)) exceeds the aggregate exercise price of all such terminated or
cancelled Company Stock Options or Warrants.
SECTION 6 Operation of Business
The following sentence is added at the end of Section 5.11 (Operation of
Business):
Notwithstanding the foregoing, the Company may pay fees and expenses
and remit other amounts payable (in an aggregate amount not to exceed $9.5
million) in connection with the Expedited Dispositions, the Delivery
Systems Dispositions and the Sofco Disposition, including, but not limited
to: legal fees and expenses; audit fees and expenses; accounting fees and
expenses; consulting fees and expenses; investment banking fees and
expenses; employee retention bonuses; sales and incentive bonuses;
transition incentive bonuses and expense reimbursement.
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IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment
as of the date first above written.
BUHRMANN NV
By: /s/ Gordon Glover
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Title: Director, Mergers,
Acquisitions and
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Investments
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NORTH ACQUISITION CORPORATION
By: /s/ Gordon Glover
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Title: Vice President
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CORPORATE EXPRESS
By: /s/ Gary M. Jacobs
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Title: Executive Vice President
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