-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AbBdCR4uxd7rGLIzxDRg80wvUw7/Zsv9qUa4z2CbAIaKVyu0NlhyhMlDg+8aave8 hm7le62+UU16MppiQR7OWA== 0001104659-08-047720.txt : 20080725 0001104659-08-047720.hdr.sgml : 20080725 20080725132726 ACCESSION NUMBER: 0001104659-08-047720 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080725 DATE AS OF CHANGE: 20080725 GROUP MEMBERS: STAPLES ACQUISITION B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXPRESS N.V. CENTRAL INDEX KEY: 0000948634 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79095 FILM NUMBER: 08970370 BUSINESS ADDRESS: STREET 1: HOOGOORDDREEF 62 STREET 2: 1101 BE AMSTERDAM ZO CITY: THE NETHERLANDS STATE: P7 ZIP: 00000 BUSINESS PHONE: 01131206511111 MAIL ADDRESS: STREET 1: HOOGOORDDREEF 62 STREET 2: 1101 BE AMSTERDAM ZO CITY: THE NETHERLANDS STATE: P7 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BUHRMANN NV DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: BUHRMAN NV DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: NV KONINKLIJKE KNP BT DATE OF NAME CHANGE: 19950727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STAPLES INC CENTRAL INDEX KEY: 0000791519 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 042896127 STATE OF INCORPORATION: DE FISCAL YEAR END: 0227 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 STAPLES DRIVE STREET 2: P O BOX 9328 CITY: FRAMINGHAM STATE: MA ZIP: 01702 BUSINESS PHONE: 5082535000 MAIL ADDRESS: STREET 1: 500 STAPLES DR CITY: FRAMINGHAM STATE: MA ZIP: 01702 SC 13D/A 1 a08-20099_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

WASHINGTON, DC 20549

 

 

 

 

 

SCHEDULE 13D/A*

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Corporate Express N.V.

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

Not Applicable

(CUSIP Number)

 

Kristin A. Campbell
Senior Vice President, General Counsel and Secretary
Staples, Inc.

500 Staples Drive
Framingham, MA 01702
(508) 253-1690

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 23, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

1.

NAMES OF REPORTING PERSONS
Staples Acquisition B.V.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (see instructions)
WC, BK

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7.

SOLE VOTING POWER
184,534,522*

 

8.

SHARED VOTING POWER
0

 

9.

SOLE DISPOSITIVE POWER
184,534,522*

 

10.

SHARED DISPOSITIVE POWER
0

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,534,522*

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
N/A

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.2%

 

 

14.

TYPE OF REPORTING PERSON (see instructions)
CO

 


*  This amount does not include 53,248,948 preference shares A, with a nominal value of EUR 1.20 each, that are beneficially owned by Staples Acquisition B.V.

 

2



 

 

1.

NAMES OF REPORTING PERSONS
Staples, Inc.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (see instructions)
WC, BK

 

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  o

 

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7.

SOLE VOTING POWER
184,534,522*

 

8.

SHARED VOTING POWER
0

 

9.

SOLE DISPOSITIVE POWER
184,534,522*

 

10.

SHARED DISPOSITIVE POWER
0

 

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,534,522*

 

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions) o
N/A

 

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.2%

 

 

14.

TYPE OF REPORTING PERSON (see instructions)
CO

 


*  This amount does not include 53,248,948 preference shares A, with a nominal value of EUR 1.20 each, that are beneficially owned by Staples, Inc.

 

3



 

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 16, 2008, as amended on June 17, 30 and July 11, 2008 (the “Schedule 13D”), relating to the beneficial ownership by Staples, Inc. (“Staples”) and Staples Acquisition B.V. (“Staples Acquisition”) of the Ordinary Shares, nominal value of EUR 1.20 per share (the “Shares”) of Corporate Express N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Issuer”), having its statutory seat in Maastricht and its registered office at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands. 

 

The following amendments to the Schedule 13D are hereby made by this Amendment No. 4.  Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.  Unless specifically amended in this Amendment No. 4, the disclosures set forth in the Schedule 13D shall remain unchanged.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

The first sentence of Item 3 is hereby restated in its entirety as follows:

 

Staples Acquisition used an aggregate of EUR 1,706,944,329 to purchase the Shares.

 

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following after the fourth paragraph thereof:

 

On July 23, 2008, Staples Acquisition settled for the securities tendered during the post acceptance period of the Offer by making payment of the Offer Price of (i) EUR 9.25 in cash per Share, (ii) EUR 9.25 in cash per ADS, (iii) EUR 3.60 in cash per Preference Share and (iv) EUR 1,346.71 in cash per 2% convertible bond due 2010, subject in each case to the securities being validly tendered (or defectively tendered, provided that such defect was waived by Staples Acquisition) and validly delivered to the Dutch Settlement Agent, ING Bank N.V.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby restated in its entirety as follows:

 

(a)-(b)     The number of Shares that may be deemed beneficially owned by Staples and Staples Acquisition for purposes of Section 13(d) of the Exchange Act is 184,534,522 , which represents 99.2% of the outstanding Shares.  Staples and Staples Acquisition have sole power to control the vote of 184,534,522 * Shares and sole power to dispose of 184,534,522 * Shares.

 

(c)           See Item 6.

 

(d)           Not applicable.

 

(e)           Not Applicable.

 


*  This amount does not include 53,248,948 Preference Shares that are beneficially owned by Staples and Staples Acquisition.

 

4



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 is true, complete and correct.

 

 

 

Dated:

July 25, 2008

 

 

 

 

STAPLES ACQUISITION B.V.

 

 

 

 

 

By:

/s/ Christine T. Komola

 

 

 

 

Name:

Christine T. Komola

 

 

 

 

 

Title:

Director

 

 

 

 

 

 

 

STAPLES, INC.

 

 

 

 

By:

/s/ Kristin A. Campbell

 

 

 

 

 

Name:

Kristin A. Campbell

 

 

 

 

 

Title:

Senior Vice President, General

 

 

Counsel and Secretary

 

5


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