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EXHIBIT 99.4
CEX HOLDINGS, INC.
1 ENVIRONMENTAL WAY
BROOMFIELD, COLORADO 80021-3416
September 16, 1998
H. Christopher Owings
Assistant Director
Division of Corporation Finance
United States Securities and
Exchange Commission
Mail Stop 3-8
450 Fifth Street, N.W.
Washington, DC 20549
Re: CEX Holdings, Inc.
Corporate Express, Inc.
Registration Statement on Form S-4
File No. 333-60155
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Dear Mr. Owings:
This letter responds to the Staff's Comment No. 1 from its
letter to Jirka Rysavy, Chief Executive Officer of Corporate Express, Inc.
("CEI") dated August 31, 1998, in connection with the proposed exchange offer
(the "Exchange Offer") by CEX Holdings, Inc., a wholly owned subsidiary of CEI
(the "Company").
In response to the Staff's comment, the Company states that it
is registering the proposed Exchange Offer in reliance on the Staff's position
enunciated in the Morgan Stanley and Co. Incorporated (June 5, 1991), Exxon
Capital Holdings Corporation (May 13, 1988) and Shearman & Sterling (July 2,
1993) letters (collectively, the "Letters").
Pursuant to the Letters, the Company makes the following
representations:
(1) The Company has not entered into any arrangement or
understanding with any person to distribute the securities to be received in the
Exchange Offer (the "Securities") and, to the best of the Company's information
and belief, each person participating in the Exchange Offer is acquiring the
Securities in the ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the
Securities.
(2) The Company will make each person participating in the
Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that
any broker-dealer who holds the privately placed securities to be exchanged
pursuant to the Exchange Offer for its own account as a result of market-making
activities or other trading activities, and who receives Securities in exchange
for such privately placed securities, may be a statutory underwriter and
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H. Christopher Owings
September 16, 1998
Page 2
must deliver a prospectus meeting the requirements of the Securities Act of
1933, as amended (the "Securities Act"), in connection with any resale of the
Securities.
(3) The Company will include in the transmittal letter or
similar documentation to be executed by an offeree in order to participate in
the Exchange Offer the following provision:
"If the offeree is a broker-dealer holding the
privately placed securities acquired for its own
account as a result of market-making activities or
other trading activities, such offeree hereby
acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in
connection with any resale of securities received in
respect of such initial securities pursuant to the
Exchange Offer. A broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning
of the Securities Act by providing the foregoing
acknowledgment and by delivering a prospectus."
(4) The Company acknowledges that a secondary resale
transaction by a person participating in the Exchange Offer for the purpose of
distributing the Securities should be covered by an effective registration
statement containing the selling securityholder information required by Item 507
of Regulation S-K under the Securities Act.
Any questions regarding the foregoing should be directed to
the undersigned at (303) 373-2800.
Sincerely,
CEX HOLDINGS, INC.
/s/ Sam R. Leno
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By: Sam R. Leno
Title: Executive Vice President and
Chief Financial Officer