CORPORATE EXPRESS INC
8-K, 1999-07-15
CATALOG & MAIL-ORDER HOUSES
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<PAGE>

                       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): July 13, 1999



                            CORPORATE EXPRESS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>


<S>                             <C>           <C>
Colorado                        0-24642           84-0978360
(State or other jurisdiction    (Commission       (IRS Employer
of incorporation)               File Number)      Identification No.)

</TABLE>
                              1 Environmental Way
                        Broomfield, Colorado 80021-3416
              (Address of principal executive offices) (Zip Code)

                                 (303) 664-2000
              (Registrant's telephone number, including area code)


                                 Not Applicable
         (Former name or former address, if changed since last report)
<PAGE>

Item 5.   OTHER EVENTS

          On July 14, 1999, the Registrant was served with two summonses, each
attaching a complaint naming the Registrant and its entire board of directors as
defendants (one suit also named Buhrmann NV as a defendant).  Copies of the
summons and complaint for each suit are attached to this Form 8-K as Exhibits
99.1 and 99.2, respectively.


Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

          (c)  Exhibits

               99.1 Summons and Class Action Complaint and Demand for Jury Trial
                    each dated July 13, 1999 and filed by Pinchus Shelesinger,
                    as plaintiff, against Corporate Express, Inc. and the other
                    defendants named therein.

               99.2 Summons, dated July 14, 1999, and Class Action Complaint and
                    Jury Demand, dated July 13, 1999, filed by Frederick Myers,
                    as plaintiff, against Corporate Express, Inc. and the other
                    defendants named therein.


                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the 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
                                    ------------------------------------------
Date: July 15, 1999                 By:     Gary M. Jacobs
                                    Title:  Executive Vice President and Chief
                                            Financial Officer

<PAGE>

                                                                    Exhibit 99.1

DISTRICT COURT, ARAPAHOE COUNTY, STATE OF COLORADO
CASE NO. 99 CV 2248

================================================================================

                                    SUMMONS

================================================================================

PINCHUS SHLESINGER,

          Plaintiff,
v.

JIRKA RYSAVY, ROBERT L. KING, JAMES P. ARGYROPOULOS, MARTIN E. FRANKLIN, JANET
A. HICKEY, MO SIEGEL, JEFFREY J. STEINER, CORPORATE EXPRESS, INC., and BUHRMANN
NV,

          Defendants.

================================================================================


THE PEOPLE OF THE STATE OF COLORADO

TO THE DEFENDANTS NAMED ABOVE:  CORPORATE EXPRESS, INC.

          You are summoned and required to file with the Clerk of this Court an
answer or other response to the attached Complaint within twenty (20) days after
this Summons is served on you in the State of Colorado, or within thirty (30)
days after this Summons is served on you outside the State of Colorado.

          If you fail to file your answer or other response to the Complaint in
writing within the applicable time period, judgment by default may be entered
against you by the Court for the relief demanded in the Complaint, without any
further notice to you.

          The following documents are also served with this Summons:  Complaint.

DATED:  July 13, 1999
                                    BADER & ASSOCIATES, P.C.

                                        /s/ Gerald L. Bader, Jr.
                                    -----------------------------------------
                                    Gerald L. Bader, Jr., No. 3625
                                    1660 Wynkoop Street, Suite 1100
                                    Denver, Colorado 80202-1160
                                    Telephone: (303) 534-1700
                                    Telecopier: (303) 534-0725
                                    ATTORNEYS FOR PLAINTIFF


        This Summons is issued pursuant to Rule 4, C.R.C.P., as amended.
           A copy of the Complaint must be served with this Summons.
<PAGE>

DISTRICT COURT, ARAPAHOE COUNTY, STATE OF COLORADO
CASE NO. 99 CV 2248

================================================================================

                CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL

================================================================================

PINCHUS SHLESINGER,

          Plaintiff,

v.

JIRKA RYSAVY, ROBERT L. KING, JAMES P. ARGYROPOULOS, MARTIN E. FRANKLIN, JANET
A. HICKEY, MO SIEGEL, JEFFREY J. STEINER, CORPORATE EXPRESS, INC., and BUHRMANN
NV,

          Defendants.

================================================================================

          Plaintiff alleges upon information and belief, except for paragraph 1
hereof, which is alleged upon knowledge, as follows:

          1.   Plaintiff Pinchus Shlesinger has been the owner of the common
stock of Corporate Express, Inc. ("Corporate Express" or the "Company") since
prior to the transaction herein complained of and continuously to date.

          2.   Corporate Express is a corporation duly organized and existing
under the laws of the State of Colorado.  The Company provides office products
and other non-production goods and related services to corporations and
organizations.  Corporate Express maintains its principal executive offices at
One Environmental Way, Broomfield, Colorado.

          3.   Defendant Buhrmann NV ("Buhrmann"), a Dutch corporation, is the
third largest supplier of office products in Europe and the fifth largest in the
United States.
<PAGE>

          4.   Defendant Jirka Rysavy is Chairman Emeritus of the Company.  He
is also the founder of Corporate Express and served as Chairman and Chief
Executive Officer until September 1998.

          5.   Defendant Robert L. King is President and Chief Executive Officer
and Director of the Company.

          6.   Defendants James P. Argyropoulos, Martin E. Franklin, Janet A.
Hickey, Mo Siegel, and Jeffrey J. Steiner are Directors of Corporate Express.

          7.   The individuals named as defendants in paragraph 4 through 6 (the
"Individual Defendants") are in a fiduciary relationship with Plaintiff and the
other public stockholders of Corporate Express and owe them the highest
obligations of good faith and fair dealing.

                            CLASS ACTION ALLEGATIONS
                            ------------------------

          8.   Plaintiff brings this action on his own behalf and as a class
action, pursuant to C.R.C.P. 23, on behalf of all common stockholders of the
Company (except the defendants herein and any person, firm, trust, corporation,
or other entity related to or affiliated with any of the defendants) and their
successors in interest, who are or will be threatened with injury arising from
defendants' actions as more fully described herein.

          9.   This action is properly maintainable as a class action because:

          a.        The class is so numerous that joinder of all members is
impracticable.  As of May 14, 1999, there were approximately 104,551,371 shares
of Corporate Express common stock outstanding owned by hundreds, if not
thousands, of record and beneficial holders;

                                       2
<PAGE>

          b.        There are questions of law and fact which are common to the
class including, inter alia, the following: (i) whether defendants have breached
                 ----- ----
their fiduciary and other common law duties owed by them to plaintiff and the
members of the class; and (ii) whether the class is entitled to injunctive
relief or damages as a result of the wrongful conduct committed by defendants.

          c.        Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature.  The claims
of the plaintiff are typical of the claims of other members of the class and
plaintiff has the same interests as the other members of the class.  Plaintiff
will fairly and adequately represent the class.

          d.        Defendants have acted in a manner which affects plaintiff
and all members of the class alike, thereby making appropriate injunctive relief
and/or corresponding declaratory relief with respect to the class as a whole.

          e.        The prosecution of separate actions by individual members of
the Class would create a risk of inconsistent or varying adjudications with
respect to individual members of the Class, which would establish incompatible
standards of conduct for defendants, or adjudications with respect to individual
members of the Class which would, as a practical matter, be dispositive of the
interests of other members or substantially impair or impede their ability to
protect their interests.

                            SUBSTANTIVE ALLEGATIONS
                            -----------------------

          10.  Corporate Express's recent operating results have been
exceptional.  The Company's EBITDA surged in the first quarter of fiscal 1999 to
$59 million from $38 million in the fourth quarter of 1999.  Additionally, sales
through E-Way, the Company's proprietary Internet ordering system, have grown
significantly, rising from $22 million in April 1998 to almost

                                       3
<PAGE>

$100 million in April 1999. The Company expects e-commerce revenues to grow to
between $150-$200 million in fiscal 1999.

          11.  Despite these strong results, Corporate Express's stock price has
languished.  Given Corporate Express's strong financial performance, its
prospects for future growth and expansion are substantial, and the intrinsic
value of Corporate Express is far greater than that reflected in the market
price of Corporate Express's stock.

          12.  On July 13, 1999, Corporate Express and Buhrmann announced that
they had entered into a merger agreement whereby Buhrmann, will acquire
Corporate Express in a cash merger transaction valued at approximately $2.3
billion, including the assumption of debt. Under the terms of the transaction as
presently proposed, each share of Corporate Express will be exchanged for $9.70
in cash, a mere 13% premium over the $8-9/16 closing price of the Company's
stock, on July 12, 1999.  Moreover, the consideration to be received by
Corporate Express is not definite and is subject to adjustment upward or
downward depending on the actual proceeds received by Corporate Express from the
sale or disposition of certain businesses and assets.

          13.  The merger agreement contemplates that Buhrmann's North American
operations, which operate as BT Office Products, will be combined with Corporate
Express' North American operations and will be headquartered in Broomfield,
Colorado.  Similarly, the Company's European operations will be combined with
Buhrmann's Europe Division and will be headquartered in Amsterdam.  The merger
agreement provides that defendant King will be named President and Chief
Executive Officer of the North American business group of the combined company.
Certain other senior executives of Corporate Express will also be offered
lucrative positions with the combined company.

                                       4
<PAGE>

          14.  By entering into the agreement with Buhrmann, the Corporate
Express Board has initiated a process to sell the Company which imposes
heightened fiduciary responsibilities and requires enhanced scrutiny by the
Court.  However, the terms of the proposed transaction were not the result of an
auction process or active market check; they were arrived at without a full and
thorough investigation by the Individual Defendants; and they are intrinsically
unfair and inadequate from the standpoint of the Corporate Express shareholders.

          15.  The Individual Defendants failed to make an informed decision, as
no market check of the Company's value was obtained.  In agreeing to the merger,
the Individual Defendants failed to properly inform themselves of Corporate
Express's highest transactional value.

          16.  The Individual Defendants have violated the fiduciary duties owed
to the public shareholders of Corporate Express.  The Individual Defendants'
agreement to the terms of the transaction, its timeing, and the failure to
auction the Company and invite other bidders, and defendants' failure to provide
a market check demonstrate a clear absence of the exercise of due care and of
loyalty to Corporate Express's public shareholders.

          17.  The Individual Defendants' fiduciary obligations under these
circumstances require them to:

               a.   Undertake an appropriate evaluation of Corporate Express's
net worth as a merger/acquisition candidate; and

               b.   Engage in a meaningful auction with third parties in an
attempt to obtain the best value for Corporate Express's public shareholders.

                                       5
<PAGE>

          18.  The Individual Defendants have breached their fiduciary duties by
reason of the acts and transactions complained of herein, including their
decision to merge with Buhrmann without making the requisite effort to obtain
the best offer possible.

          19.  Plaintiff and other members of the Class have been and will be
damaged in that they have not and will not receive their fair proportion of the
value of Corporate Express's assets and business, and will be prevented from
obtaining fair and adequate consideration for their shares of Corporate Express
common stock.

          20.  The consideration to be paid to class members in the proposed
merger is unfair and inadequate because, among other things:

               a.   The intrinsic value of Corporate Express's common stock is
materially in excess of the amount offered for those securities in the merger
giving due consideration to the anticipated operating results, net asset value,
cash flow, and profitability of the Company;

               b.   The merger price is not the result of an appropriate
consideration of the value of Corporate Express because the Corporate Express
Board approved the proposed merger without undertaking steps to accurately
ascertain Corporate Express's value through open bidding or at least a "market
check mechanism"; and

               c.   By entering into the agreement with Buhrmann, the Individual
Defendants have allowed the price of Corporate Express stock to be capped,
thereby depriving plaintiff and the Class of the opportunity to realize any
increase in the value of Corporate Express stock.

          21.  By reason of the foregoing, each member of the Class will suffer
irreparable injury and damages absent injunctive relief by this Court.

                                       6
<PAGE>

          22.  Defendant Buhrmann has knowingly aided and abetted the breaches
of fiduciary duty committed by the Individual Defendants to the detriment of
Corporate Express's public shareholders.  Indeed, the proposed merger could not
take place without the active participation of Buhrmann.  Furthermore, Buhrmann
and its shareholders together with the Individual Defendants are the intended
beneficiaries of the wrongs complained of herein and would be unjustly enriched
absent relief in this action.

          23.  Plaintiff and other members of the Class have no adequate remedy
at law.

          WHEREFORE, plaintiff and members of the Class demand judgment against
defendants as follows:

               a. Declaring that this action is properly maintainable as a class
     action and certifying plaintiff as the representative of the Class;

               b. Preliminarily and permanently enjoining defendants and their
     counsel, agents, employees and all persons acting under, in concert with,
     or for them, from proceeding with, consummating, or closing the proposed
     transaction;

               c. In the event that the proposed transaction is consummated,
     rescinding it and setting it aside, or awarding rescissory damages to the
     Class;

               d. Awarding compensatory damages against defendants, individually
     and severally, in an amount to be determined at trial, together with pre-
     judgment and post-judgment interest at the maximum rate allowable by law,
     arising from the proposed transaction;

                                       7
<PAGE>

               e. Awarding plaintiff its costs and disbursements and reasonable
     allowances for fees of plaintiff's counsel and experts and reimbursement of
     expenses; and

               f. Granting plaintiff and the Class such other and further relief
     as the Court may deem just and proper.

Dated at Denver, Colorado this 13/th/ day of July, 1999.

                                    Respectfully submitted,

                                    BADER & ASSOCIATES, P.C.


                                       /s/ Gerald L. Bader, Jr.
                                    -----------------------------------------
                                    Gerald L. Bader, Jr., No. 3625
                                    1660 Wynkoop Street, Suite 1100
                                    Denver, Colorado 80202-1160
                                    Telephone: (303) 534-1700
                                    Telecopier: (303) 534-6725

                                    Attorneys for Plaintiff
OF COUNSEL:

BERNSTEIN LIEBHARD & LIFSHITZ, LLP
10 East 40/th/ Street
New York, NY 10016
(212) 779-1414

Plaintiff's Address:
- -------------------

119 Route 306
Muncie, New York 10952

                                       8

<PAGE>

                                                                    Exhibit 99.2

DISTRICT COURT, COUNTY OF BOULDER, COLORADO

Case No. 99CV1057        Div. 3
______________________________________________________________________________

SUMMONS
______________________________________________________________________________

FREDERICK MYERS, on Behalf of Himself and All Others Similarly Situated,

Plaintiff,

v.

CORPORATE EXPRESS, INC., JAMES P. ARGYROPOULOS, MARTIN E. FRANKLIN, JANET A.
HICKEY, ROBERT L. KING, JIRKA RYSAVY, MO SIEGEL AND JEFFREY J. STEINER,

Defendants.
______________________________________________________________________________

THE PEOPLE OF THE STATE OF COLORADO
TO THE ABOVE NAMED DEFENDANT CORPORATE EXPRESS, INC.:

     You are hereby summoned and required to file with the clerk of this court
an answer or other response to the attached complaint.  If service of the
summons and complaint was made upon you within the State of Colorado, you are
required to file your answer or other response within 20 days after such service
upon you.  If service of the summons and complaint was made upon you outside of
the State of Colorado, you are required to file your answer or other response
within 30 days after such service upon you.

     If you fail to file your answer or other response to the complaint in
writing within the applicable time period, judgment by default may be entered
against you by the court for the relief demanded in the complaint without
further notice.

     The following documents are also served herewith: Class Action Complaint
and Jury Demand.

Dated: July 14, 1999.               DYER DONNELLY

                                          /s/ Robert J. Dyer III
                                    -----------------------------------------
                                    ROBERT J. DYER III (#5734)
                                    JEFFREY A. BERENS (#28007)
                                    801 East 17/th/ Avenue
                                    Denver, CO 80218-1417
                                    Telephone: 303/861-3003

THIS SUMMONS IS ISSUED PURSUANT TO C.R.C.P. 4.
<PAGE>

DISTRICT COURT, COUNTY OF BOULDER, COLORADO

Case No. 99CV1057        Div. 3
______________________________________________________________________________

CLASS ACTION COMPLAINT AND JURY DEMAND
______________________________________________________________________________

FREDERICK MYERS, on Behalf of Himself and All Others Similarly Situated,

Plaintiff,

v.

CORPORATE EXPRESS, INC., JAMES P. ARGYROPOULOS, MARTIN E. FRANKLIN, JANET A.
HICKEY, ROBERT L. KING, JIRKA RYSAVY, MO SIEGEL AND JEFFREY J. STEINER,

Defendants.
______________________________________________________________________________

          Plaintiff, for his complaint, alleges as follows:

                                  THE PARTIES
                                  -----------

          1.   Plaintiff Frederick Myers ("plaintiff") is the owner of common
stock of Corporate Express, Inc. ("Corporate Express" or the "Company") and has
been the owner of such shares continuously since prior to the wrongs complained
of herein.

          2.   Defendant Corporate Express is a corporation duly existing and
organized under the laws of the State of Colorado, with its principal executive
offices located at 1 Environmental Way, Broomfield, Colorado.  The Company
provides goods and services to corporations and organizations.  The Company's
goods and services include office supplies, paper, computer and imaging
supplies, computer desktop software, office furniture, and janitorial and
cleaning supplies.  Corporate Express is and at all times relevant hereto has
been listed on the NASDAQ Exchange.

          3.   Defendant Jirka Rysavy ("Rysavy") is and at all times relevant
hereto has been Chairman Emeritus of the Board of Directors of Corporate
Express.  Mr. Rysavy founded the Company in 1986 and served as Chief Executive
Officer until September 1998 and Chairman until January 1999.

          4.   Defendant Robert L. King ("King") is and at all times relevant
hereto has been President, Chief Executive Office and a Director of Corporate
Express.

          5.   Defendants James P. Argyropoulos, Martin E. Franklin, Janet A.
Hickey, Mo Siegel and Jeffrey J. Steiner are and were, at all times relevant
hereto, directors of Corporate Express.
<PAGE>

          6.   The defendants referred to in paragraphs 3-5 are collectively
referred to herein as the "Individual Defendants."

          7.   By reason of the above Individual Defendants' positions with the
Company as officers and/or directors, said individuals are in a fiduciary
relationship with plaintiff and the other public stockholders of Corporate
Express, and owe plaintiff and the other members of the class the highest
obligations of good faith, fair dealing, due care, loyalty and full, candid and
adequate disclosure.

                            CLASS ACTION ALLEGATIONS
                            ------------------------

          8.   Plaintiff brings this action on his own behalf and as a class
action, pursuant to Rule 23 of the Colorado Rules of Civil Procedure, on behalf
of himself and holders of Corporate Express common stock (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation or other entity related to or affiliated with any of the defendants.

          9.   The action is properly maintainable as a class action for the
following reasons:

               (a) The Class is so numerous that joinder of all members is
impracticable.  There are thousands of Corporate Express shareholders who are
located throughout the United States.  As of June 9, 1999, there were over 104
million shares of Corporate Express common stock outstanding.

               (b) There are questions of law and fact which are common to the
Class and which predominate over questions affecting any individual Class
member. The common questions include, inter alia, the following:
                                      ----- ----
                    (i)   whether the merger is grossly unfair to the Class;

                    (ii)  whether plaintiff and the other members of the Class
would be irreparably damaged were the transaction complained of herein
consummated; and

                    (iii) whether defendants have breached their fiduciary and
other common law duties owed by them to plaintiff and the other members of the
Class.

               (c) Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. Plaintiff's
claims are typical of the claims of the other members of the Class and plaintiff
has the same interests as the other members of the Class. Accordingly, plaintiff
is an adequate representative of the Class and will fairly and adequately
protect the interests of the Class.

               (d) Plaintiff anticipates that there will be no difficulty in the
management of this litigation.

               (e) Defendants have acted on grounds generally applicable to the
Class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the Class as a whole.

                                       2
<PAGE>

          10.  For the reasons stated herein, a class action is superior to
other available methods for the fair and efficient adjudication of this
controversy and the class action requirements are satisfied.

                            SUBSTANTIVE ALLEGATIONS
                            -----------------------

          11.  On June 2, 1999, Corporate Express issued a press release wherein
it announced first quarter 1999 results.  President and CEO King stated:

               "We are pleased with Corporate Express' first quarter results,
          which showed a significant improvement versus the previous quarter and
          reflected the initial benefits of the restructuring efforts that we
          began in the fourth quarter of last year," said Robert King, President
          and CEO.  "The company generated solid EBITDA of $59 million and
          significantly improved its operating margin versus the previous
          quarter, despite some additional restructuring-related activity.  We
          remain very focused on increasing our top-line growth, and we have
          implemented aggressive sales initiatives, which are expected to
          increase revenue growth in the latter half of 1999."

                                 *     *     *
               "Our Internet business continued to grow significantly in the
          first quarter.  Corporate Express' April 1999 annualized sales through
          E-Way, our proprietary Internet ordering system, were almost $100
          million, compared with annualized sales of just $22 million in April
          1998," added King.  "We are focused on leveraging our e-commerce
          growth and capabilities, and we expect E-Way sales to be in the range
          of $150 million to $200 million in fiscal 1999."

          12.  On July 13, 1999, Buhrmann, NV ("Burhrmann") announced that it
had entered into a definitive merger agreement (the "Merger Agreement") with
Corporate Express in which Buhrmann will acquire all of the approximately 104
million outstanding shares of Corporate Express for $9.70 per share, a very
modest 13% premium.  According to the Merger Agreement, Buhrmann will refinance
approximately $1.2 billion of Corporate Express debt.  As part of the financing,
Buhrmann will also sell $350 - $400 million in convertible preferred shares to
Apollo Management L.P. and Bain Capital, Inc.

          13.  As a result of the transaction, Corporate Express will become a
wholly owned subsidiary of Buhrmann.

          14.  Pursuant to the terms of the proposed Merger Agreement, King will
be named President and CEO of the combined North American business group.  The
new entity will also have an executive committee comprised primarily of officers
of Corporate Express.

          15.  In addition, the proposed Merger Agreement calls for currently
unknown adjustments to the cash offer price of $9.70 per share and under certain
conditions the offer price may be adjusted downward.  The "adjustments" depend
           ----------------------------------------
on actual proceeds received by Corporate Express from the sale of certain
businesses and assets.

                                       3
<PAGE>

          16.  The merger consideration to be paid to the Class members is
unfair and grossly inadequate - and may be reduced even further.  While the
transaction holds little value for the Class members, the combined entity (in
which Corporate Express management will play a significant part) expects to
realize substantial benefits as a result of the merger.  In a July 13, 1999
release, Buhrmann summarized just a few of these benefits:

          .    Synergies all expected to exceed $100 million annually, much of
               which will be realized in year 2000.

          .    The transaction will significantly enhance earnings beginning in
               year 2000.

          .    The transaction will create "the world's premier office products
               distributor in the business-to-business market, and we expect
               that it will create significant value for our [Buhrmann]
                                   ------------------------------------
               shareholders."
               ------------

          17.  The merger consideration to be paid to Class members did not
result from an appropriate consideration of the value of Corporate Express.  The
Individual Defendants made no or little attempt to sufficiently ascertain the
true value of Corporate Express.  Indeed, the purchase price contained in the
Merger Agreement does not represent the true value of Corporate Express's assets
and future prospects and, as a result, undervalues each share of Corporate
Express.

          18.  The Individual Defendants have failed to undertake an appropriate
evaluation of Corporate Express's true value and worth as a merger/acquisition
candidate, using the sale of Corporate Express to aggrandize their own financial
positions at the expense of Corporate Express's public shareholders.  Thus, the
Individual Defendants have made no or little effort to maximize shareholder
value and have, instead, agreed to the merger which will only serve to inhibit
the maximization of shareholder value.

          19.  The Individual Defendants were and are under a duty:

               (a) to fully inform themselves of the market value of Corporate
Express as a merger/acquisition candidate before taking, or agreeing to refrain
from taking, action;

               (b) to take all appropriate steps to enhance Corporate Express's
value and attractiveness as a merger/acquisition candidate;

               (c) to take all appropriate steps to effectively expose Corporate
Express to the marketplace, including but not limited to engaging in further
negotiations with Corporate Express and all other interested parties;

               (d) to act independently so that the interests of the equity
owners are protected;

               (e) to maximize shareholder value;

               (f) to obtain the best financial and other terms when the
Company's independent existence will be materially altered by a transaction;

                                       4
<PAGE>

               (g) to act in accordance with their fundamental duties of due
care and loyalty; and

               (h) to adequately ensure that no conflicts of interest exist
between the Individual Defendants' own interests and their fiduciary obligations
to maximize shareholder value or, if such conflicts exist, to ensure that all
conflicts be resolved in the best interests of the shareholders of Corporate
Express.

                      COUNT I - - BREACH OF FIDUCIARY DUTY
                      ------------------------------------

          20.  By the acts, transactions and courses of conduct alleged herein,
defendants, individually and/or as part of a common plan and in breach of their
fiduciary duties to plaintiff and the other members of the Class, are attempting
to unfairly deprive plaintiff and other members of the Class of the true value
of their investment in Corporate Express.

          21.  Corporate Express shareholders will, if the transaction is
consummated, be deprived of the opportunity for substantial gains which the
Company may realize.

          22.  By reason of the foregoing acts, practices and course of conduct,
the defendants have failed to exercise ordinary care and diligence in the
exercise of their fiduciary obligations toward plaintiff and the other Corporate
Express public stockholders.

          23.  As a result of the actions of defendants, plaintiff and the other
members of the Class have been and will be damaged in that they have not and
will not receive their fair proportion of the value of the Company's assets and
businesses and will be prevented from obtaining appropriate consideration for
their shares of Corporate Express common stock.

          24.  Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the other members of the Class, and
may consummate the proposed transaction which will exclude the Class from its
fair proportionate share of the Company's valuable assets and businesses, and/or
benefit defendants in the unfair manner complained of herein, all to the
irreparable harm of the Class, as aforesaid.

          25.  Plaintiff and the Class have no adequate remedy at law.

                               PRAYER FOR RELIEF
                               -----------------

          WHEREFORE, plaintiff demands judgment and preliminary and permanent
relief, including injunctive relief, in his favor and in favor of the Class and
against defendants as follows:

          A.   Declaring that this action is properly maintainable as a class
action;

          B.   Declaring and decreeing that the merger agreement was entered
into in breach of the fiduciary duties of the Individual Defendants and is
therefore unlawful and unenforceable;

          C.   Enjoining defendants from proceeding with the merger agreement;

                                       5
<PAGE>

          D.   Enjoining defendants from consummating the merger, or a business
combination with a third party, unless and until the Company adopts and
implements a procedure or process, such as an auction, to obtain the highest
possible price for the Company;

          E.   Directing the Individual Defendants to exercise their fiduciary
duties to obtain a transaction which is in the best interests of shareholders
until the process for the sale or auction of the Company is completed and the
highest possible price is obtained;

          F.   Rescinding, to the extent already implemented, the merger
agreement or any of the terms thereof;

          G.   Awarding plaintiff and the Class appropriate damages;

          H.   Awarding plaintiff the costs and disbursements of this action,
including reasonable attorneys' and experts' fees; and

          I.   Granting such other and further relief as this Court may deem
just and proper.

                                  JURY DEMAND
                                  -----------

     Plaintiff demands a trial by jury.

     DATED this 13th day of July, 1999.

                              DYER DONNELLY

                                /s/ Robert J. Dyer, III
                              -----------------------------------------
                              ROBERT J. DYER III #5734
                              JEFFREY A. BERENS #28007
                              801 East 17/th/ Avenue
                              Denver, CO 80218
                              Telephone: 303/861-3003

                              SCHIFFRIN & BARROWAY, LLP
                              MARC A. TOPAZ
                              STUART L. BERMAN
                              Three Bala Plaza East, Suite 400
                              Bala Cynwyd, PA 19004
                              Telephone: 610/667-7706

                              MILBERG WEISS BERSHAD HYNES & LERACH  LLP
                              WILLIAM S. LERACH
                              DARREN J. ROBBINS
                              WILLIAM J. DOYLE II
                              600 West Broadway, Suite 1800
                              San Diego, CA 92101
                              Telephone: 619/231-1058

                              Attorneys for Plaintiff

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<PAGE>

Plaintiff's Address:
- -------------------

402 Highway Avenue
Riverton, NJ 08077

                                       7


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