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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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)
Joseph Teresi
28210 Dorothy Drive
Agoura Hills, California 91301
Telephone: (818) 889-8740
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 14, 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 PERSON (entities only)
Joseph Teresi
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)
OO
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 8,626,497
9. SOLE DISPOSITIVE POWER 8,626,497
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 8,626,497
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
This Amendment No. 1 of Statement on Schedule 13D is the First Amendment
Statement for Joseph Teresi. It represents an amendment to the Statement on
Schedule 13D filed on behalf of Joseph Teresi on May 24, 1999.
Item 1. Security and Issuer
Common Stock, $.001 par value ("Common Stock") of Easyriders, Inc. (the
"Company"). The Company's principal executive offices are located at 28210
Dorothy Drive, Agoura Hills, CA 91301.
Item 2. Identity and Background
This statement is filed by Joseph Teresi ("Mr. Teresi"). Mr. Teresi is the
Publisher of Paisano Publications, Inc., a principal subsidiary of the Company,
and a director of the Company. The principal executive office of Paisano
Publications, Inc. is the same as the Company.
Item 3. Source and Amount of Funds or Other Consideration
On July 14, 1999, Mr. Teresi acquired 234,940 shares of the Company's
Common Stock for $250,000 in cash..
Item 4. Purpose of Transaction
The 234,940 shares have been acquired by Mr. Teresi for investment
purposes.
Mr. Teresi 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. Teresi 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. Teresi and general economic and market conditions.
Mr. Teresi 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
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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. Teresi 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. Teresi beneficially owns an
aggregate of 8,626,497 shares of Common Stock, or approximately 35.3% 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, John
Martin beneficially owns an aggregate of 6,777,387 shares of Common Stock, or
approximately 27.7% 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 5.6% 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. Teresi may be deemed to share voting power for
limited purposes with respect to shares of Common Stock beneficially owned by
Mr. Martin. Mr. Teresi disclaims beneficial ownership of the shares of Common
Stock beneficially owned by Mr. Martin.
(b) Mr. Teresi holds sole voting and dispositive power with respect to the
8,626,497 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 the voting power with Mr. Martin pursuant to the
provisions of a Stockholders' Voting Agreement.
(c) On July 14, 1999, Mr. Teresi acquired 234,940 shares of Common Stock
from the Company for $250,000 in cash. Concurrently therewith, Mr. Martin also
acquired 234,940 shares of Common Stock for $250,000 in cash. This acquisition
by Mr. Martin is reflected in the percentage calculations set forth above
pertaining to both Mr. Martin and Mr. Teresi, and is the subject of a separate
filing by Mr. Martin of a schedule 13D (Amendment 3).
(d) Not applicable.
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Item 7. Materials to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
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 Proxy given by Michael T. Purcell covering 800,000 shares of
Newriders common stock (400,000 shares of the Company's common
stock) (incorporated by reference to Exhibit 10.1.21 to the
Company's Form S-4 registration statement, filed July 6, 1998).
3 Proxy given by C.W. Doyle covering 640,000 shares of Newriders
common stock (320,000 shares of the Company's common stock)
(incorporated by reference to Exhibit 10.1.22 to the Company's
Form S-4 registration statement, filed July 6, 1998).
4 Proxy given by Leon Hatcher covering 1,300,000 shares of Newriders
common stock (650,000 shares of the Company's common stock)
(incorporated by reference to Exhibit 10.1.23 to the Company's
Form S-4 registration statement, filed July 6, 1998).
</TABLE>
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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.
Dated: July 26, 1999 By: /s/ Joseph Teresi
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