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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
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) 719-4990
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 9, 2000
(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
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
John E. Martin
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES ----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,271,214
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,271,214
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH: 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,271,214
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.2%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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SCHEDULE 13D
Item 3. Source and Amount of Funds or Other Consideration
On February 9, 2000, Mr. Martin purchased from the Company 493,827
shares of the Company's Common Stock for $250,000 in cash.
Item 4. Purpose of Transaction
The shares have been 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
purchase and sale, 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, Mr. Martin beneficially owns an
aggregate of 7,271,214 shares of Common Stock, or approximately 26.20% 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, Joe
Teresi beneficially owns an aggregate of 9,289,224 shares of Common Stock, or
approximately 33.47% 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 Stock or approximately 4.9% 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,
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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 7,271,214 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. Martin may share the voting power with Mr. Teresi pursuant to the
provisions of a Stockholders' Voting Agreement.
(c) On February 9, 2000 Mr. Martin acquired the 493,827 shares of Common
Stock from the Company for $250,000 in cash.
(d) Not applicable.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
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1 Stockholders' Voting Agreement between John Martin and Joseph
Teresi dated September 23, 1998. (incorporated by reference to
Exhibit 1 to the Schedules 13D, filed October 5, 1998).
2 Goldman, Sachs & Co. Trust, Estate and Guardian Account
Agreement dated August 19, 1998 (incorporated by reference as
Exhibit 6 to the Schedule 13D filed October 5, 1998.
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.
Dated: February 18, 2000
By: /s/ John E. Martin
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John E. Martin
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