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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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Under the Securities Exchange Act of 1934*
(Amendment No. 2)
EASYRIDERS, INC.
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(Name of Issuer)
COMMON STOCK, $.001 par value
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(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)
January 4, 1999
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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 SectionSection 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
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) \X\
(b) \ \
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) \ \
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 6,993,507
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 6,993,507
REPORTING
PERSON 10. SHARED DISPOSITIVE POWE - 0 -
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,993,507 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) \X\
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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2
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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
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) \ \
(b) \ \
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3. SEC USE ONLY
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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) \ \
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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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
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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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)
0%
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14. TYPE OF REPORTING PERSON (See Instructions)
OO
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3
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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
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) \ \
(b) \ \
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3. SEC USE ONLY
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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) \ \
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER - 0 -
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
OWNED BY
EACH 9. SOLE DISPOSITIVE POWE - 0 -
REPORTING
PERSON 10. SHARED DISPOSITIVE - 0 -
WITH
---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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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)
0%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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4
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SCHEDULE 13D
This Amendment No. 2 of Statement on Schedule 13D is the Second Amended
Statement for Joseph Teresi. It represents an amendment to the Statement on
Schedule 13D filed on behalf of Joseph Teresi, the Joseph Teresi 1998
Irrevocable Trust and Monte L. Miller on January 8, 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, 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. 2 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 of the Trust
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. On January 4, 1999, the Trust terminated, and all of
its assets (including 6,993,507 shares of the Company's Common Stock) were
distributed to Mr. Teresi as the Trust's beneficiary. No payment or other
consideration was given by Mr. Teresi to the Trust for the transfer of stock.
Mr. Teresi used no funds or other consideration to acquire the stock from the
Trust.
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Item 4. Purpose of Transaction
The shares have been 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. Upon termination of the Trust on
January 4, 1999, the shares were distributed to Mr. Teresi, the Trust
beneficiary.
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.
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 January 4, 1999, following the Trust's termination
and transfer of the Trust's assets to Mr. Teresi, 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. Mr. Teresi now has sole dispositive power
over the 6,993,507 shares and shared voting power for the election and removal
of directors, as explained below.
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).
2. The Joseph Teresi 1998 Irrevocable Trust. On January 4, 1999 the Trust
terminated, and ownership of the 6,993,507 shares was then transferred to Mr.
Teresi, the Trust's beneficiary. Following that transfer, the Trust beneficially
owns 0 shares, or 0%, of the Company's outstanding Common Stock.
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3. Monte L. Miller. On January 4, 1999 the Trust terminated, and ownership
of the 6,993,507 shares was then transferred to Mr. Teresi, the Trust's
beneficiary. Following that transfer, Mr. Miller beneficially owns an aggregate
of 0 shares, or 0%, of the Company's outstanding Common Stock.
(b) 1. Joseph Teresi. 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. On January 4, 1999 the Trust
terminated, and ownership of the 6,993,507 shares was then transferred to Mr.
Teresi, the Trust's beneficiary. Following that transfer, the Trust, through its
Trustee, Monte L. Miller, no longer has sole or shared voting and dispositive
power with respect to any shares of the Company's Common Stock.
3. Monte L. Miller. On January 4, 1999 the Trust terminated, and ownership
of the 6,993,507 shares was then transferred to Mr. Teresi, the Trust's
beneficiary. Following that transfer, Mr. Miller, as Trustee of the Trust, no
longer has sole or shared voting and dispositive power with respect to any
shares of the Company's Common Stock.
(c) During the 60 days prior to January 4, 1999, the Reporting Parties
effected one transaction in the Company's Common Stock. On December 29, 1998,
Mr. Teresi transferred ownership of the 6,993,507 shares of the Company's Common
Stock to the Trust, as reported in Amendment No. 1 to Schedule 13D filed with
the Securities and Exchange Commission on January 8, 1999.
(d) Not applicable.
(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 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,
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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 8, 1999 By: /s/ Joseph Teresi
-------------------------------
Joseph Teresi, Individually
Date: January 8, 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 8th 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. 2 to Schedule 13D to
report the January 4, 1999 transfer of 6,993,507 shares of Easyriders, Inc.
common stock from the Joseph Teresi 1998 Irrevocable Trust to Joseph Teresi, 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
