PROSPECTUS SUPPLEMENT NO. 4 RULE 424(B)(3) PROSPECTUS
TO PROSPECTUS DATED DECEMBER 26, 1996 REGISTRATION NO. 333-12451
CORPORATE EXPRESS, INC.
$325,000,000 4 1/2% CONVERTIBLE NOTES DUE JULY 1, 2000
9,750,975 SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in that certain
Prospectus of the Company dated December 26, 1996, as supplemented by
Prospectus Supplement No. 1 dated February 21, 1997, Prospectus Supplement No.
2 dated March 10, 1997 and Prospectus Supplement No. 3 dated April 8, 1997
(the "Prospectus") relating to the potential sale from time to time of up to
$325,000,000 aggregate principal amount of Notes and the Common Stock issuable
upon conversion thereof by the Selling Securityholders. This Prospectus
Supplement is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to the Selling
Securityholders and the respective principal amounts of Notes beneficially
owned by each of the Selling Securityholders and that may be sold pursuant to
the Prospectus, as amended or supplemented:
PRINCIPAL
AMOUNT
OF NOTES NUMBER OF
BENEFICIALLY CONVERSION
OWNED AND PERCENT OF SHARES
THAT MAY OUTSTANDING THAT MAY
NAME(1) BE SOLD NOTES BE SOLD(2)
------- ------------ ----------- ----------
Lehman Brothers Inc. ....................... $9,000,000 2.8% 270,027
Roberston Stephens & Co., LLP............... 235,000 * 7,050
- --------
* Less than 1%.
(1) The information set forth herein is as of April 18, 1997 and will be
updated as required. Certain of the holders share investment power with
their respective investment advisors.
(2) Assumes conversion of the full amount of Notes by such holder at the rate
of $33.33 in principal amount of Notes per share of Common Stock, which
rate reflects the 50% share dividend distributed by the Company on January
31, 1997.
The line items "Lehman Brothers Inc. ... 3,500,000 .... 1.1% .... 105,010"
and "Robertson Stephens & Co., LLP ...... 7,000,000 .... 2.2 ..... 210,021"
contained in the tables set forth in the Prospectus shall be deleted in their
entirety and replaced with the line items set forth in the table above.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 28, 1997