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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
-------------
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
EASYRIDERS, INC.
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(Name of Issuer)
COMMON STOCK, $.001 par value
-------------------------------------------------------
(Title of Class of Securities)
277848 1 0 7
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(CUSIP Number)
Joseph Teresi
28210 Dorothy Drive
Agoura Hills, California 91301
Telephone: (818) 889-8740
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 1998
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(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 Sections 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. 277848 1 0 7
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 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER -0-
WITH
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (See Item 5)
------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [X]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP NO. 277848 1 0 7
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Joseph Teresi 1998 Irrevocable Trust
------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(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
Nevada
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NUMBER OF 7. SOLE VOTING POWER 6,993,507
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 6,993,507
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER -0-
WITH
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,993,507 shares
------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
OO
------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP NO. 277848 1 0 7
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Monte L. Miller
------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(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 7. SOLE VOTING POWER 6,993,507
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 6,993,507
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER -0-
WITH
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,993,507 shares
------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
------------------------------------------------------------------------
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 the Initial Statement on Schedule 13D
being filed on behalf of the Joseph Teresi 1998 Irrevocable Trust and Monte L.
Miller.
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, California 91301.
Item 2. Identity and Background
This statement is filed by Joseph Teresi ("Mr. Teresi"), the Joseph
Teresi 1998 Irrevocable Trust (the "Trust") and Monte L. Miller ("Mr. Miller")
who is the Trustee of the Trust. The persons filing this Amendment No. 1 to
Statement on Schedule 13D are herein sometimes collectively referred to as the
"Reporting Persons".
1. Joseph Teresi, a United States citizen, has his business address
located at 28210 Dorothy Drive, Agoura Hills, California 91301.
The present principal occupation or employment of Mr. Teresi, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted are: Mr. Teresi is the Publisher of Paisano
Publications, Inc., a principal subsidiary of the Company, and a director of the
Company. The principal business of Paisano Publications, Inc. is located at
28210 Dorothy Drive, Agoura Hills, California 91301.
2. The Joseph Teresi 1998 Irrevocable Trust was organized under the laws
of the State of Nevada on or about December 18, 1998. Mr. Teresi is the grantor
and beneficiary of the Trust. Mr. Miller is the Trustee of the Trust. The
principal business of the Trust was to hold certain assets contributed to the
Trust until the Trust terminated on January 4, 1999, at which time the assets
were distributed to Mr. Teresi. The address of the principal business and
principal office of the Trust was Bank of America Center, 101 Convention Center
Drive, Suite 850, Las Vegas, Nevada 89109.
3. Monte L. Miller, a United States citizen, has his business address
located at Bank of America Center, 101 Convention Center Drive, Suite 850, Las
Vegas, Nevada 89109. The present principal occupation or employment of Mr.
Miller and the name, principal business and address of any corporation or other
organization in which such employment is conducted are: Mr. Miller is the
President and a director of Nevada Holding Services, Inc., a corporate services
company. The principal business of Nevada Holding Services, Inc. is located at
Bank of America Center, 101 Convention Center Drive, Suite 850, Las Vegas,
Nevada 89109.
During the last five years, none of the Reporting persons has: (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Trust was established in December 1998 with Joseph Teresi as the
grantor and beneficiary, and Monte L. Miller as the Trustee. On December 29,
1998, Mr. Teresi transferred ownership of 6,993,507 shares of the Company's
Common Stock to the Trust. No payment or other consideration was given to Mr.
Teresi for the transfer of stock. The Trust used no funds or other consideration
to acquire the stock.
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Item 4. Purpose of Transaction
The shares were originally acquired by Mr. Teresi for investment
purposes. The 6,993,507 shares of the Company's Common Stock were transferred by
Mr. Teresi to the Trust on December 29, 1998 for tax reasons. During the brief
period of time the shares were held by the Trust, the Trust did not acquire
additional shares of the Company's Common Stock. Upon termination of the Trust,
the shares were distributed to Mr. Teresi, the Trust beneficiary. Since the
Trust terminated on January 4, 1999, it is no longer in existence, and is
therefore unable to acquire and/or dispose of additional shares of the Company's
Common Stock.
Mr. Teresi may acquire and/or dispose of additional shares of the
Company's 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 Company's Common Stock may depend, however, on
numerous factors, including, without limitation, the price of shares of the
Company's 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.
Other than with respect to Mr. Teresi's re-acquisition of the 6,993,507
shares of the Company's Common Stock on January 4, 1999 in connection with the
termination of the Trust, 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 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) On November 18, 1998, as reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998, the Company had
19,175,375 outstanding shares.
1. Joseph Teresi. As of December 29, 1998, Mr. Teresi beneficially owned
6,993,507 shares of the Company's Common Stock, or approximately 36.5% of the
Company's outstanding Common Stock, on the basis that the Trust will terminate
within the following 60 days, and Mr. Teresi will then receive ownership of the
shares. From December 29, 1998 until January 4, 1999, the Trust through its
Trustee, will have sole voting and dispositive powers over the shares. Upon
termination of the Trust on January 4, 1999, Mr. Teresi will then have sole
dispositive power over the shares and shared voting power for the election of
directors, as explained below. These shares are also beneficially owned by the
Trust and Mr. Miller, the Trustee of the Trust.
As of November 30, 1998, Mr. John E. Martin ("Mr. Martin") beneficially
owned an aggregate of 5,390,647 shares (including a warrant to purchase up to
125,000 shares), or approximately 28.1% of the Company's outstanding common
stock. The shares of the Company's common stock held by Mr. Teresi and Mr.
Martin are subject to that certain Stockholders' Voting Agreement described in
Item 6 of this report, and accordingly Mr. Teresi may be deemed to share voting
power for limited purposes with respect to shares of the Company's Common Stock
beneficially owned by Mr. Martin. Mr. Teresi disclaims beneficial ownership of
the shares of the Company's Common Stock reported hereunder as beneficially
owned by Mr. Martin. Additionally, Mr. Teresi holds proxies with respect to the
voting of an additional 1,370,000 shares or approximately 7.1% of the Company's
outstanding Common Stock 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).
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2. The Joseph Teresi 1998 Irrevocable Trust. As of December 29, 1998,
the Trust beneficially owns an aggregate of 6,993,507 shares, or approximately
36.5% of the Company's outstanding Common Stock. The shares held by the Trust
are also beneficially owned by Mr. Teresi and Mr. Miller, the Trustee of the
Trust.
3. Monte L. Miller. As of December 29, 1998, Mr. Miller beneficially
owns an aggregate of 6,993,507 shares of the Company's Common Stock, consisting
of approximately 36.5% of the Company's outstanding Common Stock. The same
shares are also beneficially owned by Mr. Teresi and the Trust.
(b) 1. Joseph Teresi. From December 29, 1998 until the Trust terminates
on January 4,1999 Mr. Teresi has no voting or dispositive power with respect to
the 6,993,507 shares of the Company's Common Stock described in Item 5(a) as
being beneficially owned by him. Upon termination of the Trust on January 4,
1999, the 6,993,507 shares were distributed to Mr. Teresi. Mr. Teresi now holds
sole voting and dispositive power with respect to the 6,993,507 shares of the
Company's Common Stock described in Item 5(a) 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, as to which
the provisions of a Stockholders' Voting Agreement described in Item 6 apply,
and as to which matters voting power of such shares may be deemed to be shared
by Mr. Martin.
2. The Joseph Teresi 1998 Irrevocable Trust. From December 29, 1998
until the Trust terminated on January 4, 1999, the Trust, through its Trustee,
Monte L. Miller, held sole voting and dispositive power with respect to the
6,993,507 shares of the Company's common stock described in Item 5(a) as being
beneficially owned by the Trust.
3. Monte L. Miller. From December 29, 1998 until the Trust terminated on
January 4, 1999, Mr. Miller, as Trustee of the Trust, held sole voting and
dispositive power with respect to the 6,993,507 shares of the Company's common
stock described Item 5(a) as being beneficially owned by him.
(c) During the 60 days prior to December 29, 1998, the Reporting Parties
effected no transactions in the Company's common stock.
(d) Mr. Teresi was the sole beneficiary of the Trust, and had the right
to receive dividends and sales proceeds from the shares if and when distributed
by the Trustee.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
From December 29, 1998 until the Trust terminated on January 4, 1999,
the Trust had ownership of the 6,993,507 shares, and through its Trustee, Monte
L. Miller, had sole power to vote and dispose of the shares. On January 4, 1999,
the Trust terminated and the shares were distributed to Mr. Teresi.
Except as described in the preceding paragraph, Mr. Teresi is not a
party to any contract, arrangement, understanding or relationship with any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, other than the
following:
Mr. Teresi and John E. Martin entered into that certain
Stockholders' Voting Agreement dated September 23, 1998 in which both
Mr. Martin and Mr. Teresi are entitled to designate to the other four
individuals ("Director Designees") to be voted for and to serve on the
Board of Directors of the Company. Each of Mr. Martin and Mr. Teresi is
to use his best efforts to cause each of their respective affiliates to:
(i) nominate for election and (ii) vote all of his shares entitled to
vote thereon for the election of the other party's Director Designees at
any meeting of the stockholders of the Company or by written consent of
the holders of voting securities of the Company without a meeting. Under
the Stockholders' Voting Agreement, both Mr. Martin and Mr. Teresi will
use his best efforts to cause each
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of his respective affiliates' to vote all of his shares entitled to vote
thereon to remove a Director Designee from the Company's Board of
Directors if either Mr. Martin or Mr. Teresi desires to have one of his
Director Designees removed. If a vacancy on the Company's Board of
Director is filled by a person not acceptable to the person who
designated the Director Designee (whose death, resignation, removal,
etc.) created the vacancy, then Mr. Martin and Mr. Teresi will jointly
request the Company's secretary to call a special meeting of
shareholders for the election of directors.
Each of Mr. Martin and Mr. Teresi appointed the other as his
attorney in fact and proxy for the purposes described above. The
Stockholders' Voting Agreement terminates on the date the outstanding
principal of, and any and all accrued and unpaid interest on, three
promissory notes payable by the Company to Mr. Teresi in the aggregate
principal amount of $13,000,000 are repaid in full or the date on which
Mr. Teresi advises the Company's Secretary that Mr. Teresi elects to
waive the benefits of the Voting Agreement, whichever first occurs.
Item 7. Materials to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1 Stockholders' Voting Agreement between John Martin and
Joseph Teresi dated September 23, 1998. (Incorporated by
reference from the initial Schedule 13D filed by Joseph
Teresi on October 5, 1998 as Exhibit No. 1).
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 from
the Company's Form S-4 registration statement (File No.
333-58501) filed July 6, 1998 as Exhibit No. 10.1.21).
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 from the
Company's Form S-4 registration statement (File No.
333-58501) filed July 6, 1998 as Exhibit No. 10.1.22).
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 from the
Company's Form S-4 registration statement (File No.
333-58501) filed July 6, 1998 as Exhibit No. 10.1.23).
5 Agreement between Joseph Teresi, the Joseph Teresi 1998
Irrevocable Trust and Monte L. Miller to file a joint
Schedule 13D.
</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.
Date: January 7, 1999 By: /s/ Joseph Teresi
---------------------------------------
Joseph Teresi, Individually
Date: January 7, 1999 By: /s/ Monte L. Miller
---------------------------------------
Monte L. Miller, Individually and as
Trustee of the JOSEPH TERESI 1998
IRREVOCABLE TRUST
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EXHIBIT 5
AGREEMENT TO FILE A JOINT SCHEDULE 13D
This Agreement to File a Joint Schedule 13D is entered into by and
between Joseph Teresi, the Joseph Teresi 1998 Irrevocable Trust and Monte L.
Miller on the 7th day of January 1999.
Joseph Teresi, the Joseph Teresi 1998 Irrevocable Trust and Monte L.
Miller hereby agree to jointly prepare and file an Amendment No. 1 to Schedule
13D to report the transfer of 6,993,507 shares of Easyriders, Inc. common stock
from Joseph Teresi to the Joseph Teresi 1998 Irrevocable Trust, and other
related information required by Schedule 13D and the related rules and
regulations.
/s/ Joseph Teresi
---------------------------------------
Joseph Teresi
/s/ Monte L. Miller
---------------------------------------
Monte L. Miller, Individually and as
Trustee of the JOSEPH TERESI 1998
IRREVOCABLE TRUST
