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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
KC Publishing, Inc.
Attention: John C. Prebich
51 Kings Highway West
Haddonfield, NJ 08033
Telephone: (212) 702-6000 ext. 1444
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
December 29, 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: 43-1556782
KC Publishing, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
OO
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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
Delaware
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,000,000
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,000,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,000,000
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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
5.89%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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SCHEDULE 13D
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 KC Publishing, Inc., a Delaware Corporation
("KC"). The controlling shareholder of KC is Mr. John C. Prebich. The
principal address of KC is 51 Kings Highway West, Haddonfield, NJ 08033.
Item 3. Source and Amount of Funds or Other Consideration
On December 29, 2000, KC purchased 2,000,000 shares of Common Stock
beneficially owned by Joseph Teresi, the Publisher and Chief Executive Officer
of Paisano Publications, Inc., a principal subsidiary of the Company, and a
director of the Company ("Mr. Teresi"). The shares were purchased at a price of
$0.25 per share in exchange for a promissory note (the "KC Note") in favor of
Mr. Teresi in the principal sum of $500,000. Interest on the KC Note is fixed
at 6.10%. The principal and all accrued interest under the KC Note are due on
December 31, 2001.
Item 4. Purpose of Transaction
The shares were acquired for investment purposes.
KC 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 KC 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 KC and general economic
and market conditions.
KC 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
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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, KC 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, KC beneficially owns an aggregate of
2,000,000 shares of Common Stock, or approximately 5.89% of the Common Stock
(includes all unexercised options and warrants which are vested or vest within
60 days after the day hereof).
(b) KC has granted to Mr. Teresi a proxy to vote the shares during the
period that the note remains outstanding (the "Proxy"). KC holds sole
dispositive power with respect to the 2,000,000 shares of Common Stock described
as being beneficially owned by it, and pursuant to the Proxy, Mr. Teresi
presently holds sole voting power in matters affecting the voting of the shares
for the nomination, election and removal of members of the Company's Board of
Directors.
(c) During the past 60 days, KC has made no other acquisitions or
dispositions of Common Stock of the Company:
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The 2,000,000 Common Shares acquired by KC Publishing, Inc. were
transferred to KC by Mr. Teresi pursuant to a Stock Purchase Agreement dated as
of December 29, 2000, a copy of which is attached hereto as Exhibit 1 (the "KC
Agreement"). Pursuant to the KC Agreement (i) Mr. Teresi was granted a "limited
voting proxy" with respect to the 2,000,000 shares of Common Stock, and (ii) all
of the shares conveyed were "restricted shares" and subject to a Rule 144
Legend. Subsequently, it was agreed that of the total number of shares
conveyed, 134,940 shares would be those previously registered and not subject to
a Rule 144 Legend.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
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1 Stock Purchase Agreement between Joseph Teresi and KC
Publishing, Inc. dated December 29, 2000, and Promissory
Note attached thereto as Exhibit A (incorporated by
reference to Exhibit 3 to Amendment No. 5 to the Schedule
13D, filed by Joseph Teresi on January 9, 2001).
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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: January 7, 2001
KC Publishing, Inc.
By: /s/ John C. Prebich
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John C. Prebich, President
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