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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
EASYRIDERS, INC.
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
277848107
(CUSIP Number)
John E. Martin
567 San Nicolas Drive, Suite 400
Newport Beach, California 92660
Telephone: (949) 718-4630
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
April 8, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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 ("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).
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SCHEDULE 13D
CUSIP No. 277848107
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
John E. Martin
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X] (b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (See Instructions)
BK
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER -0-
(8) SHARED VOTING POWER 6,542,447
(9) SOLE DISPOSITIVE POWER 6,542,447
(10) SHARED DISPOSITIVE POWER -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,542,447 shares
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (See
Instructions) [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3%
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration
Mr. Martin acquired 1,397,950 shares of Common Stock from the Company for
$1,500,000 in cash borrowed on a personal line of credit from Bank of America.
Item 4. Purpose of Transaction
The 1,397,950 shares of Common Stock were acquired by Mr. Martin for
investment purposes. Mr. Martin may acquire and/or dispose of additional shares
of Common Stock from time to time, either in the open market or in privately
negotiated transactions. Any decision by Mr. Martin to increase or decrease his
holdings in the Common Stock may depend, however, on numerous factors,
including, without limitation, the price of shares of Common Stock, the terms
and conditions related to their purpose and sale, the prospects and
profitability of the Company, other business and investment alternatives of Mr.
Martin and general economic and market conditions.
Mr. Martin presently has no plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries; (d) any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material change
in the Company's business or corporate structure; (g) changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above. However, Mr. Martin may formulate plans or proposals
with respect to one or more of the foregoing in the future.
Item 5. Interest in Securities of Issuer
(a) As of the date of this report, John Martin beneficially owns an
aggregate of 6,542,447 shares of Common Stock, or approximately 27.3% of the
Common Stock (includes all unexercised options and warrants which are vested or
vest within 60 days after the day hereof). As of the date of this report, Mr.
Teresi beneficially owns an aggregate of 8,391,557 shares of Common Stock, or
approximately 35.0% of the Common Stock (includes all unexercised options and
warrants which are vested or vest within 60 days after the day hereof).
Additionally, Mr. Teresi holds proxies with respect to the voting of an
additional 1,370,000 shares of Common
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Stock or approximately 6.3% of the Common Stock (includes all unexercised
options and warrants which are vested or vest within 60 days after the day
hereof) until May 29, 2000. These proxies were granted by Michael T. Purcell
(400,000 shares), C. W. Doyle (320,000 shares) and Leon Hatcher (650,000
shares). The shares of Common Stock held by Mr. Martin and Mr. Teresi are
subject to a Stockholders' Voting Agreement between themselves, and accordingly
Mr. Martin may be deemed to share voting power for limited purposes with respect
to shares of Common Stock beneficially owned by Mr. Teresi. Mr. Martin disclaims
beneficial ownership of the shares of Common Stock beneficially owned by Mr.
Teresi.
(b) Mr. Martin holds sole voting and dispositive power with respect to the
6,542,441 shares of Common Stock described as being beneficially owned by him,
except in matters affecting the voting of the shares for the nomination,
election and removal of members of the Company's Board of Directors. For such
matters, Mr. Teresi may share voting power with Mr. Teresi pursuant to the terms
of a Stockholders' Voting Agreement.
(c) On April 8, 1999, Mr. Martin acquired 1,397,950 shares of Common Stock
from the Company for $1,500,000 in cash.
(d) Not applicable.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
- ----------- -----------
1 Stockholders' Voting Agreement between John Martin and Joseph
Teresi dated September 23, 1998 (incorporated by reference to
Exhibit 1 to the Schedule 13D, filed October 5, 1998).
2 Bank of America Individual Loan Agreement dated September 21,
1998 (incorporated by reference to Exhibit 5 to the Schedule 13D,
filed October 5, 1998).
3 Goldman, Sachs & Co. Trust, Estate and Guardian Account
Agreement dated August 19, 1998 (incorporated by reference to
Exhibit 6 to the Schedule 13D, filed October 5, 1998).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 6, 1999 By: /s/ John E. Martin
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John E. Martin
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