<PAGE>
Filed Pursuant to Rule
ST 101(a)(2)(ii)
The Previous Amendments
and Initial Filing are
Attached as
Appendices A-B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WILLCOX & GIBBS, INC.
--------------------------------------------------
(Name of Issuer)
Common Stock
par value $1.00 per share
--------------------------------------------------
(Title of Class of Securities)
969207109
-----------------------------
(CUSIP Number)
Jean-Francois Carreras, Esq.
Coudert Brothers
1114 Avenue of the Americas, New York, NY 10036 (212) 626-4400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1994
-----------------------------
(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 Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 disclosure
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).
Exhibit Index: Page N/A
Page 1 of 37 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 2 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PINAULT-PRINTEMPS-REDOUTE S.A. (formerly Pinault-Printemps S.A.)
(Foreign entity - No number available)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,775,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,775,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,775,581
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
40.00%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 3 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
REXEL, S.A. (formerly Compagnie de Distribution de Materiel
Electrique, S.A.)
(Foreign entity - No number available)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
BK; WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 9,775,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
9,775,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,775,581
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
40.00%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 4 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
64-0740911
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
NEW YORK
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,636,994
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,636,994
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,636,994
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.97%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (the "Schedule 13D") is filed by
Pinault-Printemps-Redoute S.A., Rexel, S.A. and International Technical
Distributors, Inc. with respect to the March 1, 1994 acquisition of 3,491,280
shares of the common stock, par value $1.00 per share (the "Common Stock"), of
Willcox & Gibbs, Inc. (the "Issuer") by Rexel, S.A. Each Reporting Person
acknowledges responsibility with respect to the information provided as to such
signatory, but assumes no responsibility with respect to the information
provided as to any other signatory. Capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated to read in its
entirety as follows:
(a), (b), (c) and (f). The names of the persons filing this statement are:
Pinault-Printemps-Redoute S.A., a societe anonyme organized and existing under
the laws of the Republic of France ("PPR," formerly known as Pinault-Printemps
S.A.); Rexel, S.A., a societe anonyme organized and existing under the laws of
the Republic of France and a subsidiary of PPR ("Rexel," formerly known as
Compagnie de Distribution de Materiel Electrique); and International Technical
Distributors, Inc., a corporation incorporated under the laws of the State of
New York and a subsidiary of Rexel ("ITD") (PPR, Rexel and ITD are sometimes
referred to collectively hereinafter as the "Reporting Persons"). Pursuant to
Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the
Reporting Persons file this statement jointly on behalf of all of them.
On December 11, 1992, Groupe Pinault S.A. was merged with and into its then
wholly-owned subsidiary Au Printemps S.A., a societe anonyme organized under the
laws of the Republic of France. Following such merger, Au Printemps S.A.
changed its name to Pinault-Printemps S.A. On May 18, 1994, pursuant to a
shareholder vote, La Redoute S.A., a societe anonyme organized under the laws of
the Republic of France and until then a subsidiary of Pinault-Printemps S.A.,
was merged with and into Pinault-Printemps S.A. Following such merger, which
the participating companies dated to be effective as of January 1, 1994,
Pinault-Printemps S.A. changed its name to Pinault-Printemps-Redoute S.A..
On June 8, 1993, by vote of its shareholders, Compagnie de Distribution de
Materiel Electrique changed its name to Rexel, S.A. On December 30, 1993,
Pinault-Printemps contributed all the shares of voting stock of Rexel then held
by it to Societe Anonyme Professionnelle de Distribution, a societe anonyme
organized under
Page 5 of 37 Pages
<PAGE>
the laws of the Republic of France ("SAPRODIS"). SAPRODIS is a wholly-owned
subsidiary of PPR.
As a result of the merger and share contribution described in the preceding
paragraph, Rexel, ITD and SAPRODIS are subsidiaries of PPR. Approximately
71.67% of the shares of voting stock of Rexel are held by SAPRODIS.
Approximately 36.05% of the capital stock and 39.03% of the voting rights,
respectively, of PPR are owned by Artemis S.A., a societe anonyme organized
under the laws of the Republic of France ("Artemis"). Approximately 76.4% of
the voting stock of Artemis is owned by S.C.A. Financiere Pinault, a societe en
commandite par actions organized under the laws of the Republic of France
("SFP"). Mr. Francois Pinault, the Vice President of the Supervisory Board of
PPR, is the general partner of SFP, and approximately 55.9% of the interests in
SFP are owned by Mr. Pinault and certain members of his family.
The principal business address of PPR and SAPRODIS is 102, rue de Provence,
75009 Paris, France. The principal business address of SFP, Artemis and Mr.
Pinault is 5, Boulevard de Latour Mauborg, 75007 Paris, France. As the
successor entity to Groupe Pinault S.A., Pinault-Printemps S.A. and La Redoute
S.A., PPR, through its subsidiaries, is principally engaged in all of the
business activities previously undertaken by Groupe Pinault S.A. and its
subsidiaries, viz., the distribution of electrical components and industrial
---
supplies, the distribution of furniture and home equipment, department stores
and mail ordering, sales and rental of building site equipment, road transport
and services to transportation firms. PPR is also a holding company for a
variety of industrial and commercial companies in Africa and the French overseas
territories, as well as for certain trading companies in Europe.
Rexel's principal business address is 26, rue de Londres, 75009 Paris,
France. Rexel is engaged principally in the distribution of electrical
components and industrial supplies. Rexel is a subsidiary of SAPRODIS, and
through SAPRODIS, a subsidiary of PPR.
ITD's principal business address is 301 46th Court, Meridian, Mississippi
39305. ITD is a holding company the principal business activity of which is the
ownership of shares of Common Stock of the Issuer. ITD is a 90%-owned
subsidiary of Rexel, through Rexel, a subsidiary of SAPRODIS, and through
SAPRODIS, a subsidiary of PPR.
Schedule A sets forth with respect to each executive officer and director
of each of SFP, Artemis, PPR, SAPRODIS, Rexel and ITD such person's name,
business address and principal employment, the name and address of any business
corporation or other organization in which such employment is conducted and such
person's citizenship.
Page 6 of 37 Pages
<PAGE>
(d) and (e). None of SFP, Artemis, PPR, SAPRODIS, Rexel, ITD or Mr. Pinault
and none of the persons named in Schedule A as an executive officer or director
of any of SFP, Artemis, PPR, SAPRODIS, Rexel and ITD has been convicted in a
criminal proceeding during the last five years; nor has any of said parties been
a party to a civil proceeding of a court of competent jurisdiction and as a
result of such proceeding 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/Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented as follows:
On March 1, 1994, pursuant to the terms of a certain Purchase Agreement
dated as of December 9, 1993 among the Issuer, ITD and Rexel (the "Additional
Purchase Agreement," a copy of which is attached hereto as Exhibit 7), Rexel
acquired 3,491,280 additional shares of the Common Stock of the Issuer directly
from the Issuer, in consideration of the payment in cash by Rexel to the Issuer
of $31,421,520 (representing a per share price of $9.00).
The $31,421,520 in cash used by Rexel for its acquisition of 3,491,280
additional shares of the Common Stock of the Issuer had a value in French
currency prior to the transaction of FF184,706,494. Rexel obtained
FF104,706,494 of this amount via an overdraft granted to Rexel by Union
Europeenne de CIC. The interest rate applicable to such amount was 0.25% over
the average overnight rate as announced by the Banque de France. Rexel borrowed
the balance of the purchase price, FF80,000,000, under its commercial paper
program. The funds thus borrowed have a maturity of one month, and are subject
to a per annum interest rate of 6.37%.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented as follows:
Rexel acquired the 3,491,280 additional shares of the Common Stock of the
Issuer purchased on March 1, 1994 pursuant to the terms of the Additional
Purchase Agreement for investment purposes. Such acquisition results in the
beneficial ownership by Rexel of 40% of the Total Voting Power (as such term is
defined in the Investment Agreement) of the Issuer. Also pursuant to the terms
of the Additional Purchase Agreement, the Issuer obtained approval for listing
of the 3,491,280 additional shares of the Common Stock of the Issuer on the New
York Stock Exchange and the Pacific Stock Exchange. In addition, the Issuer
amended that certain Rights Agreement, dated as of January 10, 1989, as amended,
between the Issuer and Chemical Bank (formerly known as Manufacturers Hanover
Page 7 of 37 Pages
<PAGE>
Trust Company), as rights agent, relating to the Issuer's outstanding preference
stock purchase rights.
Also pursuant to the terms of the Additional Purchase Agreement, the
Issuer, Rexel and ITD have entered into a certain Amendment No. 1 to Investment
Agreement dated March 1, 1994 (the "Amendment to Investment Agreement," a copy
of which is attached hereto as Exhibit 8), under the terms of which Rexel, ITD
and their affiliates (the "Rexel Group") have the right to acquire from time to
time additional voting securities, or other securities or rights convertible
into or exercisable for voting securities, of the Issuer in an amount that would
increase the Rexel Group's ownership, on a fully exercised basis, of the Total
Voting Power of the Issuer to a maximum of 45%. Under the Investment Agreement,
the Rexel Group was limited to 30% through November 12, 1995, 35% through
November 12, 1996 and 40% through November 12, 1997. The Amendment to
Investment Agreement provides that the obligations of the parties under the
Investment Agreement, originally scheduled to terminate on November 12, 1997,
will terminate on December 31, 1994.
Also pursuant to the terms of the Amendment to Investment Agreement, the
number of required members of the Board of Directors of the Issuer during the
term of the Investment Agreement has been reduced from ten (10) to nine (9), and
Rexel has obtained the right to appoint five (5) of such nine (9) members during
the term of the Investment Agreement, as amended, which right was exercised
immediately following the execution and delivery of the Amendment to Investment
Agreement. Prior to the Amendment to Investment Agreement, Rexel had the right
to appoint three (3) of the ten (10) members of the Board of Directors of the
Issuer. The Amendment to Investment Agreement provides that in the event the
Rexel Group should come to own less than 30% of the Total Voting Power of the
Issuer, then Rexel shall cause the resignation of two (2) of its nominees to the
Board of Directors of the Issuer.
The 40% ownership position in the Issuer acquired by Rexel, while not an
anti-takeover measure per se, nonetheless conceivably could be construed as an
--- --
action impeding the acquisition of control of the Issuer by any other person.
For a complete description of the arrangements among Rexel, ITD and the
Issuer regarding Rexel's and ITD's investment in the Issuer, please refer to the
Amendment to Investment Agreement.
Item 5. Interest in Securities of Issuer.
Items 5(a), (b) and (c) of the Schedule 13D are hereby supplemented as
follows:
Pursuant to the terms of the Additional Purchase Agreement, on March 1,
1994 Rexel acquired 3,491,280 additional shares of the
Page 8 of 37 Pages
<PAGE>
Common Stock of the Issuer, equal to 14.29% of the number of shares of the
Common Stock of the Issuer currently issued and outstanding. As a result of
such acquisition, Rexel now directly holds 5,138,587 shares of the Common Stock
of the Issuer, equal to 21.03% of the number of shares of the Common Stock of
the Issuer currently issued and outstanding. ITD directly holds 4,636,994
shares of the Common Stock of the Issuer, now equal to 18.97% of the issued and
outstanding shares of the Common Stock of the Issuer. PPR, by virtue of its
control of Rexel and through Rexel, ITD, may be deemed to be the indirect
beneficial owner of 9,775,581 shares of the Common Stock of the Issuer or 40.00%
of the issued and outstanding Common Stock of the Issuer. As a result of the
relationship among PPR, Rexel and ITD, Rexel and ITD may be deemed to share
power to vote or dispose of the shares of the Common Stock of the Issuer held
directly by each of them with PPR. The Reporting Persons now collectively
beneficially own 9,775,581 shares of the Common Stock of the Issuer, equal to
40.00% of the number of shares of the Common Stock of the Issuer currently
issued and outstanding.
On May 6, 1994, an open market purchase of 1000 shares of the Common Stock
of the Issuer was effected by Mr. Serge Weinberg. Mr. Weinberg is the President
& CEO of Rexel, the President of ITD, and a director of PPR. Except for such
transaction by Mr. Weinberg, and except for the above-described acquisition by
Rexel of 3,491,280 additional shares of the Common Stock of the Issuer, there
have been no transactions in the shares of the Common Stock of the Issuer by any
of the Reporting Persons or any of the executive officers or directors
identified in response to Item 2 during the 60 days preceding the filing of this
Amendment No. 2.
Item 6. Contracts, etc. with Respect to Securities of Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
Rexel has formulated tentative plans to pursue, beginning at the earliest
in late June, 1994 and continuing for an indeterminate period, a program of open
market purchases of shares of Common Stock of the Issuer. Such program, if
pursued, could result in the purchase by Rexel of up to one million (1,000,000)
additional shares of Common Stock of the Issuer. Such program of open market
purchases, if fully consummated, would increase the Rexel Group's ownership, on
a fully exercised basis, of the Total Voting Power of the Issuer to
approximately 44.69%.
Except for the possible program of open market purchases described in the
preceding paragraph, and except as set forth in this Item 6 or in response to
other specific items to this Schedule 13D, the Reporting Persons, SFP, Artemis,
SAPRODIS and Mr. Pinault (and the executive officers and directors identified in
response to Item 2) do not have any arrangements, contracts, understandings or
Page 9 of 37 Pages
<PAGE>
relationships (legal or otherwise) among themselves or with any other person
with respect to the securities of the Issuer, including but not limited to the
transfer or voting of any of the shares of the Common Stock of the Issuer,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, divisions of profits or loss or the giving or withholding
of proxies.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby supplemented as follows:
Exhibit 7: Purchase Agreement, dated as of December 10, 1993, among the
---------
Issuer, ITD and Rexel.
Exhibit 8: Amendment No. 1 to Investment Agreement, dated as of March 1,
---------
1994, among the Issuer, ITD and Rexel.
Page 10 of 37 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned hereby certifies that the information set forth in this
Amendment No. 2 is true, complete and correct.
Dated: June 24, 1994
PINAULT-PRINTEMPS-REDOUTE S.A.
By: /s/ Pierre Blayau
-------------------------
Name: Pierre Blayau
Title: Chairman & CEO
REXEL, S.A.
By: /s/ Serge Weinberg
-------------------------
Name: Serge Weinberg
Title: President & CEO
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By: /s/ Serge Weinberg
-------------------------
Name: Serge Weinberg
Title: President
Page 11 of 37 Pages
<PAGE>
SCHEDULE A
----------
GENERAL PARTNER OF S.C.A.
FINANCIERE PINAULT
------------------
Name and Principal Position
Business Address
Citizenship
- --------------------------------------------------------------------------------
Francois PINAULT General Partner
c/o Artemis
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF ARTEMIS, S.A.
-------------------------------------------------
Name and Principal Position
Business Address
Citizenship
- --------------------------------------------------------------------------------
Francois PINAULT President and CEO
c/o Artemis
Citizenship: French
Patricia BARBIZET-DUSSART General Manager
c/o Artemis Assistant CEO
Citizenship: French
Francois-Henri PINAULT Director
c/o Artemis
Citizenship: French
Jean-Louis de ROUX Director
c/o Artemis
Citizenship: French
John J. RYAN III Director
c/o Artemis
Citizenship: American
Page 12 of 37 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
PINAULT-PRINTEMPS-REDOUTE S.A.
------------------------------
Name and Principal Position
Business Address
Citizenship
- --------------------------------------------------------------------------------
Pierre BLAYAU Chairman & CEO
c/o PPR
Citizenship: French
Francois Jean-Henri PINAULT Director
c/o PPR
Citizenship: French
Jean-Claude SARAZIN Director
c/o PPR
Citizenship: French
Jean-Claude TATE Director
c/o PPR
Citizenship: French
Philippe VINDRY Director
c/o PPR
Citizenship: French
Serge WEINBERG Director
c/o PPR
Citizenship: French
Bernard YONCOURT Director
c/o PPR
Citizenship: French
Page 13 of 37 Pages
<PAGE>
BOARD OF SUPERVISORS/1/ OF
PINAULT-PRINTEMPS-REDOUTE S.A.
------------------------------
Name and Principal Position
Business Address
Citizenship
- --------------------------------------------------------------------------------
Ambroise ROUX President
c/o PPR
Citizenship: French
Francois PINAULT Vice-President
c/o PPR
Citizenship: French
Patricia BARBIZET-DUSSART Supervisor
c/o PPR
Citizenship: French
Bernard DUMON Supervisor
c/o PPR
Citizenship: French
Gerard ESKENAZI Supervisor
c/o PPR
Citizenship: French
Leopold JEORGER Supervisor
c/o PPR
Citizenship: French
Daniel LEBEGUE Supervisor
c/o PPR
Citizenship: French
Loik LE FLOCH-PRIGENT Supervisor
c/o PPR
Citizenship: French
Jean POLLET Supervisor
c/o PPR
Citizenship: French
- -------------------------
/1/ Pursuant to the French statute governing corporations, "supervisors" have
responsibility for appointing the directors and for overseeing the actions
of the board of directors, but do not have responsibility for the conduct
of the corporation's business.
Page 14 of 37 Pages
<PAGE>
Patrick POLLET Supervisor
c/o PPR
Citizenship: French
Alain MINC Supervisor
c/o PPR
Citizenship: French
Bruno ROGER Supervisor
c/o PPR
Citizenship: French
Francois SIMONNET Supervisor
c/o PPR
Citizenship: French
Loic DERAISON Supervisor
Credit Lyonnais Investissement
c/o PPR
Citizenship: French
ADVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A./2/
------------------------------
Name and Principal Position
Business Address
Citizenship
Jean-Paul AMIEL Advisor
c/o PPR
Citizenship: French
Leon CLIGMAN Advisor
c/o PPR
Citizenship: French
Jean-Yves DURANCE Advisor
Credit Lyonnais
c/o PPR
Citizenship: French
- -------------------------
/2/ Under the French statute governing corporations, "advisors" ("censeurs")
are entitled to attend, and render advice at, the meetings of a firm's board
of directors or supervisory board, but have no voting rights.
Page 15 of 37 Pages
<PAGE>
Jean LOYRETTE Advisor
c/o PPR
Citizenship: French
Jean-Philippe HOTTINGER Advisor
c/o PPR
Citizenship: French
Jean-Louis de ROUX Advisor
c/o PPR
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE ANONYME
PROFESSIONELLE DE DISTRIBUTION
------------------------------
Name and Principal Position
Business Address
Citizenship
- --------------------------------------------------------------------------------
Elizabeth TEYSSIER Chairman and CEO
c/o PPR
Citizenship: French
Michel FRIOCOURT Director
ROUAFI
c/o PPR
Citizenship: French
Alain GUILLOT Director
Societe Financiere des Grands
Magasins
c/o PPR
Citizenship: French
Cecile GUILLEBON Director
Societe Francaise d'Entrepots
c/o PPR
Citizenship: French
Page 16 of 37 Pages
<PAGE>
DIRECTORS AND EXECUTIVE
OFFICERS OF REXEL, S.A.
-----------------------
Name and Principal Position
Business Address
Citizenship
- --------------------------------------------------------------------------------
Serge WEINBERG Chairman & CEO
c/o Rexel
Citizenship: French
Claude SCHOESETTERS General Manager
c/o Rexel Assistant CEO
Citizenship: French
Daniel SANDLER General Manager (non-director)
c/o Rexel Assistant CEO
Citizenship: French
Patricia BARBIZET-DUSSART Director
c/o Rexel
Citizenship: French
Pierre BLAYAU Director
c/o Rexel
Citizenship: French
Bernard CLERC Director
c/o Rexel Honorary Chairman
Citizenship: French
Jean-Charles NAOURI Director
c/o Rexel
Citizenship: French
Francois PINAULT Director
c/o Rexel
Citizenship: French
Francois Jean-Henri PINAULT Director
c/o Rexel
Citizenship: French
Jean-Louis de ROUX Director
c/o Rexel
Citizenship: French
Jeannine WOOD Director
c/o Rexel
Citizenship: French
Page 17 of 37 Pages
<PAGE>
Bernard YONCOURT Director
c/o Rexel
Citizenship: French
DIRECTORS AND EXECUTIVE
OFFICERS OF INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
------------------------------------------------------
Name and Principal Position
Business Address
Citizenship
- -----------------------------------------------------------------------------
Serge WEINBERG Chairman & CEO
c/o ITD
Citizenship: French
Robert M. MERSON Vice-President
c/o ITD
Citizenship: American
Alain VIRY Treasurer
c/o ITD
Citizenship: French
Page 18 of 37 Pages
<PAGE>
APPENDIX A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WILLCOX & GIBBS, INC.
--------------------------------------------------
(Name of Issuer)
Common Stock
par value $1.00 per share
------------------------------------------------
(Title of Class of Securities)
969207109
-----------------------------
(CUSIP Number)
Jean-Francois Carreras, Esq.
Coudert Brothers
1114 Avenue of the Americas, New York, NY 10036 (212) 626-4400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 1993
-----------------------------------
(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 Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 disclosure
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).
Exhibit Index: Page N/A
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 2 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
64-0740911
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
NEW YORK
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,636,994
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,636,994
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,636,994
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
22.14%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 3 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
COMPAGNIE DE DISTRIBUTION DE MATERIEL ELECTRIQUE, S.A.)
(Foreign entity - No number available)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 6,284,301
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
6,284,301
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,284,301
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
29.99%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 4 of 11 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PINAULT-PRINTEMPS S.A.
(Foreign entity - No number available)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 6,284,301
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
6,284,301
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,284,301
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
29.99%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D (the "Schedule 13D") is filed by
Pinault-Printemps S.A., Compagnie de Distribution de Materiel Electrique S.A.
and International Technical Distributors, Inc. (the "Reporting Persons") and
relates to the May 21, 1993 acquisition of 628,430 shares of the common stock,
par value $1.00 per share (the "Common Stock"), of Willcox & Gibbs, Inc. (the
"Issuer") by International Technical Distributors, Inc. Each Reporting Person
acknowledges responsibility with respect to the information provided as to such
signatory, but assumes no responsibility with respect to the information
provided as to any other signatory. All capitalized terms not defined herein
shall have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
Item 2(a), (b), (c) and (f) are hereby supplemented as follows:
On December 11, 1992, Groupe Pinault S.A. was merged with and into its then
wholly-owned subsidiary Au Printemps S.A., a societe anonyme organized under the
laws of France. Following the merger, Au Printemps S.A. changed its name to
Pinault-Printemps, S.A. Pinault-Printemps' principal business address is 102
Rue de Provence, 75009 Paris, France. As the successor entity to Groupe
Pinault, Pinault-Printemps, through its subsidiaries, is principally engaged in
all of the business activities previously undertaken by Groupe Pinault and its
subsidiaries, namely the distribution of electrical components and industrial
supplies, various aspects of the wood industry, department stores and mail
ordering, vehicle and plant sales and rental, road transport and services to
transportation firms. Pinault-Printemps is also a holding company for a variety
of industrial and commercial companies in Africa and the French overseas
territories, as well as for certain trading companies in Europe.
As a result of the aforementioned merger, CDME and ITD are now subsidiaries
of Pinault-Printemps.
Set forth on Schedule A are the names, business address and principal
employment, the name and address of any business corporation or other
organization in which such employment is conducted and such person's citizenship
of each of the executive officers and directors of each of Pinault-Printemps,
CDME and ITD.
Items 2(d) and (e) are hereby amended as follows:
(d) and (e). None of Pinault-Printemps, CDME or ITD and none of the
persons named in Schedule A as executive officers or directors have been
convicted in a criminal proceeding during the last five years; nor have any of
said parties been a party to a civil proceeding of a court of competent
jurisdiction and as a result of such proceeding 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 Consideration.
Item 3 is hereby supplemented as follows:
On May 21, 1993, pursuant to the terms of the Purchase Agreement, ITD
acquired 628,430 additional shares of the Common Stock of the Issuer directly
from the Issuer. As a result of a higher than
Page 5 of 11 Pages
<PAGE>
estimated value for SES ($29,026,195 actual vs. $24,050,000 estimated), ITD
acquired the 628,430 shares without paying any additional consideration to the
Issuer.
Item 4. Purpose of the Transaction.
Item 4 is hereby supplemented as follows:
ITD's May 21, 1993 acquisition of 628,430 additional shares of the Issuer's
Common Stock was made in accordance with the terms and conditions of the
Purchase Agreement. Since the formula for determining the value of SES
(formerly a wholly-owned subsidiary of ITD) set forth in the Purchase Agreement
resulted in a substantially higher value for SES than that estimated for
purposes of the Reporting Persons' acquisition of shares of the Issuer's Common
Stock on November 12, 1992, ITD was issued the shares by the Issuer without the
payment of additional consideration.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (c) are supplemented as follows:
Pursuant to the terms of the Purchase Agreement and in accordance with a
formula set forth therein, on May 21, 1993, ITD acquired 628,430 additional
shares of the Common Stock of the Issuer, equal to 2.99% of the number of shares
of the Common Stock of the Issuer currently outstanding. As a result of this
acquisition, ITD now holds 4,636,994 of the outstanding shares of the Issuer's
Common Stock and the Reporting Persons now collectively own 6,284,301 or 29.99%
of the shares of the Issuer's Common Stock. As a result of the final
determination of the value of SES, the average price per share paid by ITD for
the 4,636,994 shares of the Issuer, including the 628,430 shares issued to ITD
on May 21, 1993, was $6.26 per share.
Except for ITD's acquisition of 628,430 shares on May 21, 1993, there have
been no transactions in the shares of the Common Stock of the Issuer by any of
the Reporting Persons or any of the executive officers or directors identified
in response to Item 2 during the 60 days preceding the filing of this Amendment
No. 1.
As a result of the merger discussed in Item 2 above, Pinault-Printemps has
succeeded to all of the assets of Groupe Pinault, including Pinault's direct
ownership interest in CDME and through CDME, the indirect interests of Pinault
in ITD and the Issuer.
Page 6 of 11 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned hereby certifies that the information set forth in this
Amendment No. 1 is true, complete and correct.
Dated: June 2, 1993
PINAULT-PRINTEMPS, S.A.
By: /s/ Pierre Blayau
-------------------------
Name: Pierre Blayau
Title: President & CO
COMPAGNIE DE DISTRIBUTION
DE MATERIEL ELECTRIQUE, S.A.
By: /s/ Serge Weinberg
-------------------------
Name: Serge Weinberg
Title: President & CEO
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By: /s/ Serge Weinberg
-------------------------
Name: Serge Weinberg
Title: President
Page 7 of 11 Pages
<PAGE>
SCHEDULE A
----------
Name and Principal
Business Address Position with Pinault-Printemps,
Citizenship CDME or ITD
- --------------------------- --------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
OF PINAULT-PRINTEMPS, S.A.
Pierre Blayau Chairman
Pinault-Printemps CEO
Citizenship: French
Daniel Arnaud Director
Pinault-Printemps
Citizenship: French
Leon Salto Director
Pinault-Printemps
Citizenship: French
Dominique Georgeon General Manager
Pinault-Printemps Assistant CEO
Citizenship: French
Jean-Claude Sarazin Director
Pinault-Printemps
Citizenship: French
Jean-Claude Tate Director
Pinault-Printemps
Citizenship: French
Board of Supervisors/1/ of
Pinault-Printemps, S.A.
Ambroise Roux President
Pinault-Printemps
Citizenship: French
Francois Pinault Vice-President
Pinault-Printemps
Citizenship: French
- ------------------------
/1/ Pursuant to the French statute governing corporations, "supervisors" have
responsibility for appointing the directors and for overseeing the actions
of the Board of Directors, but do not have the responsibility for the
conduct of the corporation's business.
Page 8 of 11 Pages
<PAGE>
Name and Principal
Business Address Position with Pinault-Printemps,
Citizenship CDME or ITD
- ------------------- -------------------------------
Antoine Bernheim Vice-President
Pinault-Printemps
Citizenship: French
Patricia Barbizet Supervisor
Pinault-Printemps
Citizenship: French
Loic Deraison Supervisor
Pinault-Printemps
Citizenship: French
Bernard Dumon Supervisor
Pinault-Printemps
Citizenship: French
Gerard Eskenazi Supervisor
Pinault-Printemps
Citizenship: French
Leopold Jeorger Supervisor
Pinault-Printemps
Citizenship: French
Daniel Lebegue Supervisor
Pinault-Printemps
Citizenship: French
Loik Le Floch-Prigent Supervisor
Pinault-Printemps
Citizenship: French
Alain Minc Supervisor
Pinault-Printemps
Citizenship: French
Francois Simonnet Supervisor
Pinault-Printemps
Citizenship: French
DIRECTORS AND EXECUTIVE
OFFICERS OF CDME
Serge Weinberg Chairman & CEO
CDME
Citizenship: French
Page 9 of 11 Pages
<PAGE>
Name and Principal
Business Address Position with Pinault-Printemps,
Citizenship CDME or ITD
- ------------------- -------------------------------
Claude Schoesetters General Manager
CDME Assistant CEO
Citizenship: French
Patricia Barbizet Director
CDME
Citizenship: French
Bernard Clerc Director
CDME Honorary Chairman
Citizenship: French
Jean-Paul Huchon Director
CDME
Citizenship: French
Jean-Charles Naouri Director
CDME
Citizenship: French
Francois Pinault Director
CDME
Citizenship: French
Jean-Louis de Roux Director
CDME
Citizenship: French
Pierre Windal Director
CDME
Citizenship: French
Jeannine Wood Director
CDME
Citizenship: French
DIRECTORS AND EXECUTIVE
OFFICERS OF ITD
Serge Weinberg President
CDME
Citizenship: French
Robert M. Merson Vice-President
ITD
Citizenship: American
Page 10 of 11 Pages
<PAGE>
Name and Principal
Business Address Position with Pinault-Printemps,
Citizenship CDME or ITD
- ------------------- -------------------------------
Alain Viry Treasurer
CDME
Citizenship: French
Page 11 of 11 Pages
<PAGE>
APPENDIX B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
WILLCOX & GIBBS, INC.
----------------------------------------------------
(Name of Issuer)
Common Stock
par value $1.00 per share
----------------------------------------------------
(Title of Class of Securities)
969207109
-----------------------------
(CUSIP Number)
Jean-Francois Carreras, Esq.
Coudert Brothers
200 Park Avenue, New York, NY 10166 (212) 880-4400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1992
-----------------------------------------
(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 Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 disclosure
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).
Exhibit Index: Page 15
Page 1 of 159 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 2 of 159 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
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
NEW YORK
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,008,564
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,008,564
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,008,564
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
19.1%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 3 of 159 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
COMPAGNIE DE DISTRIBUTION DE MATERIEL ELECTRIQUE, S.A.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
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
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,655,871
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,655,871
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,871
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
26.9%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 969207109 Page 4 of 159 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GROUPE PINAULT, S.A.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,655,871
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,655,871
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,871
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
26.9%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement on Schedule 13D is being filed by Groupe Pinault S.A.,
Compagnie de Distribution de Materiel Electrique, S.A. and International
Technical Distributors, Inc. (hereinafter the "Reporting Persons") with respect
to the acquisition of shares of the common stock, par value $1.00 per share (the
"Common Stock") of Willcox & Gibbs, Inc. (the "Issuer").
Item 1. Security and Issuer
-------------------
This statement relates to the common stock, par value $1.00 per share of
Willcox & Gibbs, Inc., a New York corporation. The principal executive offices
of the Issuer are located at 530 Fifth Avenue, New York, New York, 10036.
Item 2. Identity and Background
-----------------------
(a), (b), (c) and (f). The names of the persons filing this statement are:
Groupe Pinault S.A., a societe anonyme organized and existing under the laws of
France ("Pinault"); Compagnie de Distribution de Materiel Electrique, S.A., a
societe anonyme organized and existing under the laws of France and a subsidiary
of Pinault ("CDME"); and International Technical Distributors, Inc., a
corporation incorporated under the laws of the State of New York and a
subsidiary of CDME ("ITD"). Pursuant to Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, Pinault, CDME and ITD file this statement
jointly on behalf of all of them. A copy of their Joint Filing Agreement is
attached hereto as Exhibit 1.
Pinault's principal business address is 5, boulevard Latour-Maubourg, 75007
Paris, France. Through its direct and indirect subsidiaries, Pinault is
principally engaged in the distribution of electrical components and industrial
supplies, various aspects of the wood industry, vehicle and plant sales and
rental, road transport and services to transportation firms. Pinault is also a
holding company for a variety of industrial and commercial companies in Africa
and the French overseas territories, as well as for certain trading companies in
Europe.
CDME's principal business address is 25, rue de Londres, 75009 Paris,
France. CDME is engaged principally in the distribution of electrical
components and industrial supplies. CDME is a subsidiary of Pinault.
ITD's principal business address is 301 46th Court, Meridian, Mississippi
39305, USA. ITD is a holding company whose principal business activity is the
ownership of shares of Common Stock of the Issuer. Prior to the consummation of
the transaction described in Items 3 and 4 of this Schedule 13D, ITD's principal
business activity was ownership of all of the common stock of Southern
Electrical Supply Company, Inc., ("SES") a Meridian, Mississippi-
Page 5 of 159 Pages
<PAGE>
based distributor of electrical components. ITD is a subsidiary of CDME and
through CDME, a subsidiary of Pinault.
Schedule A sets forth with respect to each executive officer and director
of each of the Reporting Persons such person's name, business address and
principal employment, the name and address of any business corporation or other
organization in which such employment is conducted and such person's
citizenship.
(d) and (e). None of Pinault, CDME or ITD and none of the persons named in
Schedule A as executive officers or directors have been convicted in a criminal
proceeding during the last five years; nor have any of said parties been a party
to a civil proceeding of a court of competent jurisdiction and as a result of
such proceeding 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
-------------------------------------------------
On November 12, 1992 CDME paid the Issuer $9,883,842.00 in cash in exchange
for 1,647,307 shares of the Common Stock of the Issuer (a price of $6.00 per
share). The Purchase Agreement by and among the Issuer, CDME, ITD and SES,
dated as of April 22, 1992 (attached hereto as Exhibit 2), provides that CDME
(and/or ITD) will acquire 628,430 additional shares of Common Stock of the
Issuer at a price of between $3.00 and $6.50 per share (or between $1,885,290
and $4,084,795, in the aggregate), pursuant to a formula set forth in the
Purchase Agreement. This acquisition of additional shares will take place at a
second closing during the first half of 1993 on a date to be determined.
The $9,883,842.00 in cash used by CDME for its acquisition of the 1,647,307
shares of Common Stock of the Issuer was generated from CDME's commercial paper
program. CDME is permitted under the terms of the commercial paper program to
borrow up to 1,200 million French Francs on an unsecured basis. Funds may be
borrowed under the program for a maximum period of six months. The interest
rates per annum on funds currently outstanding under the program (which includes
the funds used for CDME's acquisition of the 1,647,307 shares of the Issuer's
Common Stock) range from 9.3% to 11.5%. Attached hereto as Exhibit 3 is a copy
of a French language document describing CDME's commercial paper program,
together with an English language translation of the material terms of the
program.
Also on November 12, 1992, ITD exchanged all of the 10,000 issued and
outstanding shares of the common stock of SES for 4,008,564 shares of the Common
Stock of the Issuer. For purposes of the issuance of the 4,008,564 shares to
ITD on November 12,
Page 6 of 159 Pages
<PAGE>
1992, SES was valued at approximately twenty-four million fifty thousand
dollars. The value of SES will be reviewed prior to CDME and/or ITD's
acquisition of the additional shares of the Common Stock of the Issuer described
above and, if necessary, adjustments will be made to the price ITD paid for the
shares of the Issuer's Common Stock it acquired on November 12, 1992. Depending
upon the value of SES as determined during this review, ITD may be required to
pay the Issuer a cash amount in addition to its contribution of the SES stock
(if the actual value of SES is lower than the estimated value used for purposes
of the November 12, 1992 acquisition of shares of the Issuer's Common Stock).
Alternatively, ITD may receive additional shares of the Issuer's Common Stock
(from the 628,430 to be acquired from the Issuer in 1993) if SES's value, as
determined on review, is higher than estimated.
Item 4. Purpose of Transaction
----------------------
CDME and ITD acquired the 5,655,871 shares of the Common Stock of the
Issuer purchased on November 12, 1992 pursuant to the terms of the Purchase
Agreement for investment purposes. As noted in response to Item 3, the
5,655,871 shares of the Issuer's Common Stock were acquired in exchange for a
cash payment by CDME of $9,883,842.00 and also in exchange for all of the 10,000
issued and outstanding shares of the common stock of ITD's electrical supply
subsidiary, SES.
CDME and/or ITD are obligated under the terms of the Purchase Agreement to
acquire an additional 628,430 shares of the Common Stock of the Issuer for cash
at a second closing to take place on a date to be determined in the first half
of 1993. Upon the consummation of the second closing, it is anticipated that
the Reporting Persons will own 30% of the then issued and outstanding shares of
the Issuer's Common Stock.
Under the terms of an Investment Agreement, dated as of November 12, 1992
by and among CDME, ITD and the Issuer, CDME, was granted the right to nominate
three of the ten members of the Issuer's board of directors, which such right
was exercised immediately subsequent to CDME's November 12, 1992 purchase.
Under the terms of the Investment Agreement, CDME and ITD are permitted to
acquire additional shares of the Issuer's Common Stock and other voting
securities of the Issuer, provided that CDME and ITD's combined beneficial
ownership of all outstanding voting securities of the Issuer shall not exceed
thirty percent (30%) prior to the third anniversary of the November 12, 1992
acquisition; thirty-five percent (35%) on or after the third anniversary but
prior to the fourth anniversary of the acquisition; and forty percent (40%) on
or after the fourth anniversary of the acquisition. Should CDME and ITD's
aggregate beneficial ownership of the voting securities of the Issuer equal or
exceed thirty-five percent (35%) of all
Page 7 of 159 Pages
<PAGE>
outstanding voting securities of the Issuer, CDME shall have the right to
nominate one additional member of the board of directors of the Issuer, provided
however, that any such director so appointed subsequently must resign if CDME
and ITD's aggregate beneficial ownership of the voting securities of the Issuer
declines to less than thirty-five percent (35%). The Investment Agreement also
provides that until the fifth anniversary of the initial purchase, CDME and
ITD's representation on the Issuer's board of directors may not exceed 40% of
the total membership of the board of directors (4 out of 10 members). During
the five year term of the Investment Agreement, CDME and ITD are precluded from
soliciting shareholder proxies. In addition, the Investment Agreement places
substantial limitations on the right of CDME and ITD to dispose, pledge or
otherwise transfer their shares of Common Stock in the Issuer.
For further details with respect to the arrangements among CDME, ITD and
the Issuer with respect to CDME and ITD's investment in the Issuer, please refer
to the Investment Agreement, a copy of which is attached to this statement on
Schedule 13D as Exhibit 4.
Depending upon market conditions and other considerations, CDME and ITD
(either together or independently) may acquire additional shares of the Common
Stock of the Issuer or they may dispose of shares of the Common Stock of the
Issuer, in each case subject to the limitations contained in the Investment
Agreement. Except as specifically set forth in this Item 4, none of the
Reporting Persons has any plans or proposals which relate to or would result in
any of the actions or effects set forth in items (a) through (j) of the
instructions to Item 4 or any similar action or effect. Nothing in this
statement on Schedule 13D shall be deemed to preclude the Reporting Persons from
developing or implementing any such plans or proposals in the future.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a), (b) and (c). Pursuant to the terms of the Purchase Agreement, on
November 12, 1992 CDME acquired 1,647,307 shares of the Common Stock of the
Issuer, equal to 7.8% of the currently outstanding Common Stock of the Issuer
and ITD acquired 4,008,564 shares of the Common Stock of the Issuer, equal to
19.1% of the currently outstanding Common Stock of the Issuer. As noted in Item
3, these shares were acquired directly from the Issuer at a price of $6.00 per
share for cash and for the stock of ITD's wholly owned subsidiary SES. Pinault,
by virtue of its control of CDME and through CDME, ITD, may be deemed to be the
indirect beneficial owner of 5,655,871 shares of Common Stock of the Issuer or
26.9% of the issued and outstanding shares of the Common Stock of the Issuer.
As a result of the relationship among Pinault, ITD and CDME, ITD and CDME may be
deemed to share power to vote or dispose
Page 8 of 159 Pages
<PAGE>
of the Common Stock of the Issuer held directly by each of them with Pinault.
In addition, CDME (and through CDME, Pinault) may be deemed to share the power
to direct the vote or disposition of the Common Stock of the Issuer held
directly by ITD with Robert M. Merson ("Merson"), a director and minority
shareholder of ITD. Pursuant to the terms of a shareholders' agreement by and
among Merson, CDME and ITD with respect to the ownership of ITD (the
"Shareholders' Agreement"), a copy of which is attached hereto as Exhibit 5, ITD
may not sell, pledge, assign or otherwise dispose of any shares of the Issuer's
Common Stock owned by ITD without the affirmative approval of Merson or his
nominee to ITD's board of directors (except as may otherwise be provided in any
agreement approved by Merson in his capacity as an ITD director to which ITD is
a party).
As discussed in response to Items 3 and 4 above, pursuant to the terms of
the Purchase Agreement, CDME and/or ITD are obligated to acquire (and the Issuer
is obligated to sell to CDME and/or ITD) an additional 628,430 shares of Common
Stock of the Issuer, during the first half of 1993, on a date to be determined.
When such sale is consummated, the aggregate number of shares of Common Stock of
the Issuer to be owned by the Reporting Persons will be 6,284,301 or 30% of the
total number of shares of the Common Stock of the Issuer then expected to be
outstanding.
Except for the transactions described above, there have been no
transactions in the shares of the Common Stock of the Issuer by the Reporting
Persons or any of the executive officers or directors identified in response to
Item 2 during the 60 days preceding the filing of this statement on Schedule
13D.
(d) None.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
In addition to the contracts, arrangements and understandings summarized in
Items 4 and 5 hereto and set forth in detail in the Purchase Agreement, the
Investment Agreement and the Shareholders' Agreement, the Issuer and CDME have
entered into a registration rights agreement, pursuant to which CDME may have
its shares of Common Stock in the Issuer registered for sale in a public
offering. Subject to certain limitations set forth in the Registration Rights
Agreement (a copy of which is attached hereto as Exhibit 6), CDME may demand
that the Issuer register shares of Common Stock owned by CDME on no more than
two occasions prior to the fifth anniversary of the entering into of such
agreement. In addition, CDME has the right to have the Issuer include shares of
Page 9 of 159 Pages
<PAGE>
Common Stock owned by CDME in registered offerings of Common Stock proposed to
be made by the Issuer.
Except as set forth in this Item 6 or in response to other specific items
to this statement on Schedule 13D, the Reporting Persons (and the directors and
executive officers identified in response to Item 2) do not have any
arrangements, contracts, understandings, or relationships (legal or otherwise)
with respect to each other or with any other person with respect to the
securities of the Issuer, including but not limited to the transfer or voting of
any of shares of the Issuer's Common Stock, finder's fees, joint ventures, loan
or option agreements, puts or calls, guarantees of profits, divisions of profits
or loss or the giving or the withholding of proxies.
Item 7. Material to Be Filed as Exhibits
--------------------------------
The following material is filed herewith as Exhibits:
Exhibit 1: Joint Filing Agreement, by and among Pinault, CDME and ITD,
---------
dated November 16, 1992.
Exhibit 2: Purchase Agreement, by and among CDME, ITD, SES and the
---------
Issuer, dated April 22, 1992.
Exhibit 3: Description of CDME's Commercial Paper Program (French
---------
language documents), together with English language translation of material
terms.
Exhibit 4: Investment Agreement, by and among CDME, ITD and the Issuer,
---------
dated November 12, 1992.
Exhibit 5: Shareholders' Agreement, by and among CDME, ITD and Merson,
---------
dated November 10, 1992.
Exhibit 6: Registration Rights Agreement, by and between CDME and the
---------
Issuer, dated November 12, 1992.
Page 10 of 159 Pages
<PAGE>
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: November 25, 1992
PINAULT, S.A.
By: /s/ Francois Pinault
--------------------------
Name: Francois Pinault
Title: President & CEO
COMPAGNIE DE DISTRIBUTION DE
MATERRIEL ELECTRIQUE, S.A.
By: /s/ Serge Weinberg
-------------------------
Name: Serge Weinberg
Title: President & CEO
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By: /s/ Serge Weinberg
-------------------------
Name: Serge Weinberg
Title: President
Page 11 of 159 Pages
<PAGE>
SCHEDULE A
----------
Name and Principal Present Principal
Business Address; Position with Pinault, Employment if not
Citizenship CDME or ITD Stated at Left
- -------------------- ---------------------- -----------------
DIRECTORS AND EXECUTIVE OFFICERS OF
GROUPE PINAULT, S.A.
Francois Pinault President and CEO
Groupe Pinault
Citizenship: French
Patricia Barbizet Asst. General Manager
Groupe Pinault
Citizenship: French
Herve Guillaume General Manager, Director
Groupe Pinault
Citizenship: French
Francois-Henri General Manger, Director
Pinault
Groupe Pinault
Citizenship: French
Serge Weinberg General Manager, Director Chairman & CEO,
CDME CDME
Citizenship: French
Jean-Paul Amiel Director
Groupe Pinault
Citizenship: French
Michel Berhezene Director
Groupe Pinault
Citizenship: French
Loic Deraison Director
Groupe Pinault
Citizenship: French
Gerard Eskenazi Director
Groupe Pinault
Citizenship: French
Michel Gallot Director
Groupe Pinault
Citizenship: French
Page 12 of 159 Pages
<PAGE>
SCHEDULE A
----------
Jean Loyrette Director
Groupe Pinault
Citizenship: French
Jean-Louis de Roux Director
Groupe Pinault
Citizenship: French
Francois Simonnet Director
Groupe Pinault
Citizenship: French
Tristan Vieljeux Director
Groupe Pinault
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF
COMPAGNIE DE DISTRIBUTION DE MATERIEL ELECTRIQUE, S.A.
Bernard Clerc Honorary Chairman
CDME
Citizenship: French
Serge Weinberg Chairman & CEO
CDME
Citizenship: French
Claude Schoesetters President & Director
CDME
Citizenship: French
Patricia Barbizet Director Asst. General
Groupe Pinault Manager,
Citizenship: French Groupe Pinault
Jean Fischer Director
CDME
Citizenship: French
Francois Pinault Director President & CEO
Groupe Pinault Groupe Pinault
Citizenship: French
Page 13 of 159 Pages
<PAGE>
SCHEDULE A
----------
Jean-Louis de Roux Director
Groupe Pinault
Citizenship: French
Jean-Paul Huchon Director
CDME
Citizenship: French
Pierre Windal Director
CDME
Citizenship: French
Jeannine Guillevin-Wood Director
CDME
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
Serge Weinberg President Chairman & CEO, CDME
CDME
Citizenship: French
Robert M. Merson Vice President Vice President, Willcox
ITD & Gibbs
Citizenship:
American
Alain Viry Treasurer Executive Vice President
CDME International Operations
Citizenship: French
Page 14 of 159 Pages
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit No. EXHIBIT NAME Page
- ----------- ------------ ----
<S> <C> <C>
1 Joint Filing Agreement, by and among 16
Pinault, CDME and ITD, dated
November 15, 1992.
2 Purchase Agreement, by and among 17
CDME, ITD, SES and the Issuer, dated
April 22, 1992.
3 Description of CDME's Commercial 110
Paper Program (French language
documents), together with English
language translation of material
terms.
4 Investment Agreement, by and among 117
CDME, ITD and the Issuer dated
November 12, 1992.
5 Shareholders' Agreement, by and 134
among CDME, ITD and Merson, dated
November 10, 1992.
6 Registration Rights Agreement, by 149
and between CDME and the Issuer,
dated November 12, 1992.
</TABLE>
Page 15 of 159 Pages
<PAGE>
c:\nyfs01\russojo\wpnodoct\0005571.01
July 29, 1994 3:48pm
Page 16 of 159 Pages
<PAGE>
Exhibit 7
---------
PURCHASE AGREEMENT
Agreement, dated as of December 10, 1993, among Willcox & Gibbs, Inc., a
New York corporation ("W&G") whose business address is 530 Fifth Avenue, New
York, New York 10036, U.S.A., International Technical Distributors, Inc., a New
York corporation whose business address is 301 46th Court, Meridian, Mississippi
39305 U.S.A., and Rexel, S.A., a French societe anonyme formerly known as
Compagnie de Distribution de Materiel Electrique ("Buyer") whose business
address is 26, rue de Londres, 75009, Paris, France.
W&G desires to issue and sell certain shares of its common stock, par value
$1.00 per share ("Common Stock"), and Buyer desires to increase its equity
investment in W&G through the purchase of such shares of Common Stock, all
subject to the terms and conditions hereof.
Accordingly, the parties hereto agree as follows:
1. DEFINITIONS
1.1 Certain Definitions. Certain terms are defined elsewhere in this
-------------------
Agreement. In addition, for purposes of this Agreement, the following terms
shall have the following meanings:
"Affiliate" of a specified Person shall mean a Person directly or
indirectly controlling, controlled by, or under common control with, such other
Person. For the purposes of this definition, "control" when used with respect to
any Person means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.
"Best Efforts" shall mean, whenever used with reference to a party's
obligation, an obligation of such party to use every reasonable commercial
effort, but shall not be interpreted to require such party to take any action or
refrain from taking any action that would be materially burdensome to such party
or to amend this Agreement or any agreement contemplated hereby or to forego or
waive any of its rights hereunder or thereunder.
"Business Day" shall mean any day other than a Saturday, Sunday or other day
on which banks in New York City,
6573F.006
<PAGE>
New York, U.S.A. or Paris, France are required to or may be closed.
"Closing" shall have the meaning provided in Section 2.2.
"Closing Date" shall mean the date on which the Closing is to occur.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Liens" shall mean all liens, charges, security interests, rights or claims
of others, restraints on transfer or other encumbrances.
"Person" shall mean and include an individual, corporation, partnership,
joint venture, association, trust, any other unincorporated organization or
entity and a governmental entity or any department or agency thereto.
"Subsidiary" shall mean, with respect to any Person, any corporation in
which securities representing a majority of the combined voting power of voting
interests entitled to vote generally for the election of directors are
beneficially owned by such Person and/or one or more Subsidiaries of such
Person.
2. PURCHASE AND SALE
2.1 Purchase and Sale. Subject to the terms and conditions set forth in
-----------------
this Agreement, at the Closing W&G shall issue, sell and deliver to Buyer, and
Buyer shall purchase and acquire from W&G, 3,491,280 shares of Common Stock (the
"Shares"), in consideration of the payment by Buyer to W&G of $9.00 per share of
Common Stock, for an aggregate purchase price equal to $31,421,520 (the
"Purchase Price").
2.2 Closing. Unless the parties shall agree in writing upon a different
-------
location, time or date, the sale and purchase of Shares (the "Closing") shall
take place at the offices of W&G, 530 Fifth Avenue, New York, New York at 10:00
a.m. on the later of (i) January 4, 1994, or (ii) the third Business Day
following the date on which all conditions to the obligations of Buyer and W&G
hereunder (other than those requiring an exchange of a certificate or other
document, or the taking of other action, at the Closing) shall have been
satisfied or waived as provided in Articles 7 and 8.
6573F.006
<PAGE>
3
2.3 Deliveries at the Closing. Subject to the terms and conditions set
-------------------------
forth in this Agreement, at the Closing, (i) W&G shall deliver to Buyer a
certificate representing all of the Shares registered in the name of Buyer, (ii)
Buyer shall deliver the Purchase Price by wire transfer of immediately available
funds to an account of W&G designated by W&G, and (iii) W&G, ITD and Buyer shall
deliver all certificates and other instruments and documents required by this
Agreement to be delivered by each of them, respectively, at the Closing.
3. REPRESENTATIONS AND WARRANTIES OF BUYER AND ITD
Buyer and ITD, jointly and severally, represent and warrant to W&G as
follows:
3.1 Organization. Buyer is a societe anonyme duly organized, validly
------------
existing and in good standing under the laws of the Republic of France, and ITD
is a corporation duly organized, validly existing and in good standing under the
laws of the State of New York.
3.2 Authority; Binding Effect. Each of Buyer and ITD has the corporate
-------------------------
power and corporate authority to execute and deliver this Agreement and the
other instruments and documents required or contemplated herein to be executed
and delivered by it, to perform its obligations hereunder and thereunder and to
consummate the transactions provided for herein and therein, and all corporate
action of Buyer and ITD necessary for the making and performance of this
Agreement and such other instruments and documents by Buyer and ITD has been
duly taken. Such execution, delivery, performance and consummation do not and
will not (i) contravene any provisions of the certificate of incorporation or
by-laws or similar organizational instruments of Buyer or ITD, (ii) contravene
or conflict with, result in a breach of or loss of benefits to Buyer or ITD
under, require any consent, waiver or approval of any party (other than Buyer or
ITD) to, or entitle any party (with notice or the passage of time or both) to
terminate, accelerate any obligations under or call a default with respect to,
any agreement or instrument to which Buyer or ITD is party or by which any of
its properties or assets are bound, (iii) result in the creation of a Lien upon
such properties or assets, (iv) result in any violation by Buyer or ITD of any
law, rule or regulation applicable to it, (v) violate or require any consent or
approval under any judgment, injunction or decree of any court or governmental
authority or (vi) except for filings under the Exchange Act, require any consent
or approval of, notice to or filing, registration or qualification with, any
court or governmental authority. This Agreement has
<PAGE>
been duly executed by Buyer and ITD and constitutes, and the other instruments
and documents required or contemplated to be executed and delivered by Buyer or
ITD herein will be duly executed by it at or before the Closing and when so
executed and delivered will constitute, the valid and binding obligations of
Buyer and ITD, as the case may be, enforceable against Buyer and ITD, as the
case may be, in accordance with their terms (except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies).
3.3 Acquisition of Stock for Investment. Buyer is acquiring the Shares
-----------------------------------
for investment in an unregistered private placement for its own account and not
with a view toward, or for sale in connection with, any distribution thereof.
Upon the purchase of the Shares by Buyer pursuant to this Agreement, Buyer and
its Affiliates will "beneficially own" (as defined under the Exchange Act)
9,775,581 shares of Common Stock.
3.4 Financing. Buyer has at the date of this Agreement, and will have on
---------
the Closing Date, sufficient available funds to pay the Purchase Price.
4. REPRESENTATIONS AND WARRANTIES OF W&G
W&G represents and warrants to Buyer and ITD as follows:
4.1 Organization. W&G is a corporation duly organized, validly existing
------------
and in good standing under the laws of the State of New York.
4.2 Capital Stock of W&G.
--------------------
(a) The authorized capital stock of W&G consists of 35,000,000 shares of
Common Stock, 2,000,000 shares of Preference Stock, par value $1.00 per share,
and 600,000 shares of Preferred Stock, par value $12.00 per share. As of October
19, 1993, there were 20,947,672 shares of Common Stock issued and outstanding
and 266,281 shares of Common Stock held in W&G's treasury, and since such date
no shares of Common Stock have been issued except pursuant to obligations
referred to in Section 4.2(b). No shares of Preference Stock or Preferred Stock
of W&G are issued and outstanding or held in W&G's treasury.
(b) There is no security, option, warrant, call, subscription or other
right, commitment or understanding of any
<PAGE>
5
nature whatsoever, fixed or contingent, to which W&G or any of its Subsidiaries
is bound or subject that, directly or indirectly, calls for the issuance, sale,
pledge or other disposition by W&G or any such Subsidiary of any shares of
capital stock of W&G or any securities convertible into or other rights to
acquire any shares of capital stock of W&G, or that relates to the voting or
control of any shares of such capital stock, except for (i) this Agreement, (ii)
the rights associated with the Common Stock issued under the Rights Agreement,
dated as of January 10, 1989, as amended, (iii) the Stock Acquisition Plan of
W&G, (iv) the stock options granted under W&G's stock option plans, (v) the
Indenture, dated as of August 1, 1989, and the 7% Convertible Subordinated
Debentures due 2014 issued thereunder, (vi) the Purchase Agreement, dated as of
April 22, 1992, among W&G, ITD, Buyer and Southern Electric Supply Company, Inc.
and (vii) the Investment Agreement, dated as of November 12, 1992, as amended,
among W&G, ITD and Buyer (the "Investment Agreement").
(c) The Shares, when issued and delivered to and paid for by Buyer
pursuant to this Agreement, will be duly authorized and validly issued, fully
paid, nonassessable and free of preemptive rights and any Liens attributable
directly or indirectly to W&G or its Subsidiaries other than those contemplated
by the Investment Agreement or applicable securities laws.
4.3 Authority; Binding Effect. W&G has the corporate power and corporate
-------------------------
authority to execute and deliver this Agreement and the other instruments and
documents required or contemplated herein to be executed and delivered by it, to
perform its obligations hereunder and thereunder and to consummate the
transactions provided for herein and therein, and all corporate action of W&G
necessary for the making and performance of this Agreement and such other
instruments and documents by W&G have been duly taken. Such execution, delivery,
performance and consummation do not and will not (i) contravene any provisions
of the certificate of incorporation or by-laws of W&G, (ii) contravene or
conflict with, result in a breach of or loss of benefits to W&G under, require
any consent, waiver or approval of any party (other than W&G, the amendments to
the Investment Agreement and Rights Agreement contemplated by this Agreement and
the listing of the Shares contemplated by Section 6.1) to, or entitle any party
(with notice or the passage of time or both) to terminate, accelerate any
obligations under or call a default with respect to any agreement or instrument
to which W&G or any of its Subsidiaries is party or by which any of their
respective properties or assets are bound, (iii) result in the creation of a
Lien upon such properties or assets, (iv) result in any
<PAGE>
violation by W&G of any law, rule or regulation applicable to W&G, (v) violate
or require any consent or approval under any judgment, injunction or decree of
any court or governmental authority or (vi) except for filings under the
Exchange Act, require any consent or approval of or notice to or filing,
registration or qualification with, any court or governmental authority. This
Agreement has been duly executed by W&G and constitutes, and the other
instruments and documents required or contemplated to be executed and delivered
by W&G herein will be duly executed and delivered by W&G at or before the
Closing and when so executed will constitute, the valid and binding obligations
of W&G enforceable against W&G in accordance with their terms (except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
or by the principles governing the availability of equitable remedies).
5. MUTUAL COVENANTS
Each party hereby covenants and agrees as follows:
5.1 Announcements. Neither Buyer, ITD, W&G nor any of their respective
-------------
agents shall issue any press release or otherwise make any public statement
prior to the Closing with respect to the transactions contemplated hereby
without prior consultation with W&G (in the case of a statement by Buyer, ITD or
any of their respective agents) or Buyer (in the case of a statement by W&G or
any of its agents), except as may be required by applicable law or the rules of
the New York Stock Exchange, the Pacific Stock Exchange or the Paris Stock
Exchange.
5.2 Expenses; Transfer Taxes. Buyer and ITD shall pay their own fees and
------------------------
expenses (including the fees of any attorneys, accountants, investment bankers
or others engaged by any such party) and W&G shall pay its own fees and expenses
(including the fees of any attorneys, accountants, investment bankers or others
engaged by such party) in connection with this Agreement and the transactions
contemplated hereby whether or not the transactions contemplated hereby are
consummated. W&G shall pay any sales, transfer, stamp or other taxes imposed
upon or with respect to the sale of the Shares to Buyer.
5.3 Additional Agreements. Subject to the terms and conditions of this
---------------------
Agreement, each party agrees to use its Best Efforts at its own expense to take,
or cause to be taken, all action and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by
6573.006
<PAGE>
7
this Agreement. In case at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this Agreement, the proper
officers of such party shall take all such necessary action. At the Closing,
W&G, ITD and Buyer each shall execute and deliver the Amendment to the
Investment Agreement substantially in the form of Exhibit A hereto, subject to
satisfaction or waiver of the conditions to such party's obligations under
Articles 7 and 8.
6. COVENANTS OF W&G
W&G hereby covenants and agrees as follows:
6.1 Listing of W&G Shares. W&G shall use its Best Efforts to obtain,
---------------------
prior to the Closing Date, approval for listing the Shares on the New York Stock
Exchange and the Pacific Stock Exchange.
6.2 Amendment of the Rights Agreement. Immediately prior to the Closing,
---------------------------------
W&G shall amend the Rights Agreement, dated as of January 10, 1989, as amended,
between W&G and Chemical Bank (formerly known as Manufacturers Hanover Trust
Company), as rights agent, relating to W&G's outstanding preference stock
purchase rights as provided in Exhibit B hereto.
7. CONDITIONS TO W&G'S OBLIGATIONS
The obligations of W&G required to be performed by it at the Closing shall
be subject to the satisfaction, at or prior to the Closing, of each of the
following conditions, each of which may be waived by W&G as provided herein
except as otherwise required by applicable law:
7.1 Representations and Warranties; Covenants. The representations and
-----------------------------------------
warranties of Buyer and ITD contained in this Agreement shall be true and
correct in all material respects as of the date hereof and (having been deemed
to have been made again at and as of the Closing in the same language) shall be
true and correct in all material respects as of the Closing, each of the
obligations, covenants and agreements of each of Buyer and ITD required by this
Agreement to be performed by it at or prior to the Closing shall have been duly
performed and complied with in all material respects as of the Closing and, at
the Closing, W&G shall have received certificates, dated the Closing Date and
duly executed by an officer of Buyer and of ITD, representing that the foregoing
conditions have been satisfied.
<PAGE>
7.2 Absence of Litigation. No order, stay, injunction or decree of any
---------------------
court of competent jurisdiction shall be in effect that prevents or delays the
consummation of any of the transactions contemplated hereby.
7.3 Purchase of Summers Group, Inc. W&G (directly or through a
------------------------------
wholly-owned Subsidiary of W&G) shall have acquired all of the issued and
outstanding capital stock of Summers Group, Inc., a Delaware corporation
("Summers").
7.4 Listing of W&G Shares. The Shares shall have been approved for
---------------------
listing on the New York Stock Exchange and the Pacific Stock Exchange, subject
to official notice of issuance.
8. CONDITIONS TO BUYER'S AND ITD'S OBLIGATIONS
The obligations of Buyer and ITD required to be performed by them at the
Closing shall be subject to the satisfaction, at or prior to the Closing, of
each of the following conditions, each of which may be waived by Buyer and ITD
as provided herein except as otherwise provided by applicable law:
8.1 Representations and Warranties; Covenants. The representations and
-----------------------------------------
warranties of W&G contained in this Agreement shall be true and correct in all
material respects as of the date hereof and (having been deemed to have been
made again at and as of the Closing in the same language) shall be true and
correct in all material respects as of the Closing, each of the obligations,
covenants and agreements of W&G required by this Agreement to be performed by it
at or prior to the Closing shall have been duly performed and complied with in
all material respects as of the Closing and, at the Closing, Buyer shall have
received a certificate, dated the Closing Date and duly executed by an officer
of W&G, representing that the foregoing conditions have been satisfied.
8.2 Absence of Litigation. No order, stay, injunction or decree of any
---------------------
court of competent jurisdiction shall be in effect that prevents or delays the
consummation of any of the transactions contemplated hereby.
8.3 Purchase of Summers Group, Inc. W&G (directly or through a
------------------------------
wholly-owned Subsidiary of W&G) shall have acquired all of the issued and
outstanding capital stock of Summers.
8.4 Listing of W&G Shares. The Shares shall have been approved for
---------------------
listing on the New York Stock Exchange and
6573F.006
<PAGE>
the Pacific Stock Exchange, subject to official notice of issuance.
9. TERMINATION
9.1 Termination. This Agreement may be terminated at any time prior to
-----------
the Closing; (i) by mutual consent of W&G and Buyer; (ii) by W&G or Buyer, if
the Closing shall not have taken place on or prior to March 31, 1994, or such
later date as shall have been approved by W&G and Buyer, other than by reason of
a matter within the control of the party asserting such termination; or (iii) by
W&G or Buyer if any court of competent jurisdiction in the United States or
other United States governmental body shall have issued an order, decree or
ruling or taken any other action restraining, enjoining or otherwise prohibiting
the transactions contemplated by this Agreement, and such order, decree, ruling
or other action shall have become final and nonappealable. If W&G or Buyer shall
terminate this Agreement pursuant to the provisions hereof, such termination
shall be effected by notice to the other party specifying the provision hereof
pursuant to which such termination is made.
9.2 Effect of Termination. Except for any breach of this Agreement, upon
---------------------
the termination of this Agreement pursuant to Section 9.1 hereof, this Agreement
shall forthwith become null and void and none of the parties hereto or any of
their respective officers, directors, employees, agents, consultants,
stockholders or principals shall have any liability or obligation hereunder or
with respect hereto.
10. MISCELLANEOUS
The following additional provisions are part of this Agreement:
10.1 Brokerage. In the event any Person shall assert a claim to a fee,
---------
commission or other compensation on account of alleged employment as a broker or
finder, or performance of services as a broker or finder, in connection with the
transactions contemplated by this Agreement, the party (or parties) alleged to
have been responsible for such employment or performance of services shall hold
harmless the other party (or parties) as well as the party's (or parties')
directors, officers and employees, from and against such claim and at the
indemnifying party's (or parties') sole expense defend any and all actions,
suits or proceedings involving such claim that may at any time be brought
against those so indemnified and satisfy
<PAGE>
10
promptly any settlement or judgment arising therefrom. If, however, it is
ultimately determined in any such action, suit or proceeding in which the
indemnified party (or parties) were afforded the opportunity to have their
counsel participate in the defense, that the employment was by or services were
performed for the indemnified party (or parties), then the latter shall be
responsible under this Section 10.1 and shall reimburse any amounts theretofore
paid by the indemnifying party (or parties) by reason hereof.
10.2 Entire Agreement; Modification. This Agreement (together with the
------------------------------
Exhibits hereto) sets forth the entire agreement and understanding among the
parties with respect to the subject matter hereof and supercedes all agreements
and understandings with respect to the subject matter hereof entered into prior
to the execution hereof. This Agreement may be modified only by a written
instrument duly executed by or on behalf of each party.
10.3 Notices. Any notice, direction or other advice or communication
-------
required or permitted to be given hereunder shall be in writing and shall be
given by certified mail, delivery service such as D.H.L. or Federal Express or
personal delivery against receipt to the party to whom it is to be given (i) at
such party's address set forth in the preamble to this Agreement, or (ii) to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 10.3. Any notice or other communication
shall be deemed to have been given on the seventh Business Day after so mailed,
on the third Business Day after dispatch when sent by delivery service or as of
the date so personally delivered.
10.4 Binding Effect; Assignment. This Agreement shall be binding upon and
--------------------------
inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement shall not be assignable by any party without
the consent of the other parties and any purported assignment without such
consent shall be void.
10.5 Counterparts; Governing Law. This Agreement may be executed in any
---------------------------
number of counterparts, each of which shall be deemed an original, and it shall
be governed by and construed in accordance with the laws of the State of New
York.
10.6 Headings. The section and article headings herein are for
--------
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
<PAGE>
10.7 Specific Performance. W&G, ITD and Buyer recognize that any breach
--------------------
of the terms of this Agreement may give rise to irreparable harm for which money
damages would not be an adequate remedy, and accordingly agree that, in addition
to other remedies, any nonbreaching party shall be entitled to enforce the terms
of this Agreement by a decree of specific performance without the necessity of
proving the inadequacy as a remedy of money damages.
10.8 Consent to Jurisdiction; Receipt of Process. Each party hereby
-------------------------------------------
consents to the jurisdiction of, and confers non-exclusive jurisdiction upon,
any federal or state court located in the City of New York, Borough of
Manhattan, and appropriate appellate courts therefrom, over any action, suit or
proceeding arising out of or relating to this Agreement, or any of the
transactions contemplated hereby. Each party hereby irrevocably waives, and
agrees not to assert as a defense in any such action, suit or proceeding, any
objection which it may now or hereafter have to venue of any such action, suit
or proceeding brought in any such federal or state court and hereby irrevocably
waives any claim that any such action, suit or proceeding brought in any such
court or tribunal has been brought in an inconvenient forum. Process in any such
action, suit or proceeding may be served on any party anywhere in the world,
whether within or without the State of New York, provided that notice thereof is
provided pursuant to the provisions for notice under this Agreement.
10.9 Third Party Beneficiaries. This Agreement is not intended to confer
-------------------------
upon any Person (other than the signatories hereto) any rights or remedies
hereunder.
[The remainder of this page is blank and
the signature page is the next page.]
<PAGE>
12
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
WILLCOX & GIBBS, INC.
By
----------------------
Name:
Title:
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By
----------------------
Name:
Title:
REXEL, S. A.
By
----------------------
Name:
Title:
<PAGE>
Exhibit 8
---------
AMENDMENT NO. 1 TO
INVESTMENT AGREEMENT
Amendment No. 1, dated as of March 1, 1994, to the Investment Agreement,
dated as of November 12, 1992, among Willcox & Gibbs, Inc., a New York
corporation (the "Company"), International Technical Distributors, Inc., a New
York corporation ("ITD"), and Rexel, S.A., a French societe anonyme formerly
known as Compagnie de Distribution de Materiel Electrique ("CDME" and, together
with ITD, "Buyers").
Pursuant to the Purchase Agreement, dated as of April 22, 1992, among the
Company, Southern Electric Supply Company, Inc. ("SES"), CDME and ITD (the
"Purchase Agreement"), the Company issued to CDME and to ITD shares of common
stock, par value $1.00 per share, of the Company (the "Common Stock") in
consideration of the transfer by ITD to the Company of all of the issued and
outstanding capital stock of SES, a Subsidiary of ITD engaged in the
distribution of electrical supplies, and an additional cash payment by CDME. In
connection with the transactions contemplated by the Purchase Agreement, Buyers
and the Company entered into the Investment Agreement, dated as of November 12,
1992 (the "Investment Agreement"), to establish various rights and obligations
in connection with Buyers' investment in Common Stock. Pursuant to the Purchase
Agreement, dated as of December 10, 1993, among the Company, ITD and CDME, CDME
has agreed to purchase from the Company and the Company has agreed to sell to
CDME additional shares of Common Stock, and in connection therewith the Company,
CDME and ITD wish to amend certain provisions of the Investment Agreement.
Accordingly, the parties hereto agree to amend the Investment Agreement as
follows:
Section 1. The definition of "Independent Director" in Section 1 of the
Investment Agreement is amended to read in its entirety as follows:
"Independent Director" means (i) each of John B. Fraser, R. Gary
Gentles, Austin List and Michael B. Wilson, so long as he is a director of the
Company, and (ii) each other director of the Company that is not and has never
been an officer, director, employee or partner of any member of the Buyer Group,
of any Person that has a material business relationship with any member of the
Buyer Group or of an Associate (as defined under the Exchange Act) of any member
of the Buyer Group, is not and has never been a CDME Nominee, is not and has
never been an officer or employee of the Company,
<PAGE>
any of its Subsidiaries or of any of the Spin-Off Subsidiaries, has not prior to
the date of this Agreement been a director of the Company (other than Messrs.
Fraser, Gentles, List and Wilson), any of its Subsidiaries or any of the
Spin-Off Subsidiaries and is not a member of the immediate family of any of the
foregoing referred to in this clause (ii).
Section 2. The definition of "Percentage Limitation" in Section 1 of the
Investment Agreement is amended to read in its entirety as follows:
"Percentage Limitation" means that number of Voting Securities which
then represents 45% of the Total Voting Power.
Section 3. The following definition is added to Section 1 of the
Investment Agreement at the end thereof:
"W&G Shares" shall mean the Common Stock acquired by CDME under the
Purchase Agreement, dated as of December 10, 1993, among the Company and the
Buyers.
Section 4. Section 2(c)(1) of the Investment Agreement is amended to read
in its entirety as follows:
(c) Legends and Stop Transfer Orders.
--------------------------------
(1) Each Buyer agrees to the placement of the following legend on the
certificates representing the Total Acquired W&G Shares, on the
certificates representing the W&G Shares and on the certificates, if any,
representing the shares issued pursuant to Section 2.4(c) of the Purchase
Agreement or pursuant to this Agreement (and on any shares of Common Stock
issued upon any stock split, stock dividend or reclassification of Common
Stock with respect to any such shares):
"The shares represented by this certificate have not been registered under
the Securities Act of 1933 or securities laws of any other jurisdiction
and may not be sold or transferred except in compliance with such Act and
other laws. In addition, the shares represented by this certificate are
subject to an Investment Agreement dated as of November 12, 1992, as it may
be amended from time to time, a copy of which as so amended is on file at
the office of the Company, which provides, among other things, for certain
rights of purchase of such
6846G
<PAGE>
shares by the Company and certain
restrictions on transfer thereof. The
shares represented by this certificate may
not be sold or otherwise transferred except
in compliance with said Agreement, and any
sale or other transfer not in compliance
therewith shall be void."
Section 5. Section 5 of the Investment Agreement is
amended to read in its entirety as follows:
5. Board of Directors.
------------------
(a) CDME has previously designated Eric Lomas, Alain Viry and Serge
Weinberg as CDME Nominees. On the date of Amendment No. 1 to this Investment
Agreement (the "Change Date"), the Company shall decrease the number of
directors to nine, Wayne Campbell, Robert Merson and Michael B. Wilson shall
resign as directors and the Company shall elect as directors effective on the
Change Date two additional nominees designated in writing by CDME to the Company
(the "New CDME Nominees"). In connection with the first election of directors of
the Company by its shareholders to occur after the Change Date, the Company
shall nominate and recommend for election R. Gary Gentles for election as a
Class I director, one New CDME Nominee for election as a Class I director and
one New CDME Nominee for election as a Class II director. CDME shall cause two
CDME Nominees to resign as directors of the Company if CDME's and its
Affiliates' aggregate beneficial ownership of Voting Securities declines to less
than 30% of the Total Voting Power after the date of this Agreement. If CDME
and its Affiliates shall cease to be the beneficial owners, in the aggregate, of
10% or more of the Total Voting Power, CDME shall cause all CDME Nominees to
resign as directors of the Company. CDME shall cause such CDME Nominees to
resign as directors of the Company so that no more than two CDME Nominees shall
serve as directors if (i) CDME or any of its Affiliates shall have disposed of
Restricted Securities and CDME and its Affiliates shall cease to be the
beneficial owners, in the aggregate, of 20% or more of the Total Voting Power or
(ii) CDME and its Affiliates shall cease to be the beneficial owners, in the
aggregate, of 15% or more of the Total Voting Power. In connection with the
expiration of the term as a director of the Company of each of the CDME Nominees
and of John K. Ziegler, the Nominating Committee shall nominate and recommend
for reelection each such director (or, in the case of CDME Nominees, such other
person as CDME shall designate in writing to the Company) if he agrees to be
nominated and, in the case of Mr. Ziegler, if he is then an officer of the
Company, subject to the obligations of CDME to cause CDME Nominees to
<PAGE>
resign as set forth above in this Section. Any successor to John B. Fraser, R.
Gary Gentles or Austin List as a director of the Company nominated by the
Nominating Committee or elected by the Board of Directors of the Company to fill
a vacancy shall qualify as an Independent Director.
(b) During the term of this Agreement the Board of Directors of the
Company shall consist of nine members.
(c) CDME and the Company agree that (i) the Executive Committee of
the Board of Directors of the Company and the Nominating Committee shall be
comprised of one CDME Nominee, the chief executive officer of the Company (for
so long as he remains a director of the Company and, if the chief executive
officer is not also a director, then a director approved by a majority of the
Independent Directors) and one Independent Director, (ii) the Audit Committee of
the Board of Directors of the Company shall be comprised solely of Independent
Directors, and (iii) the Executive Compensation Committee shall be comprised of
two Independent Directors and one CDME Nominee, each of whom qualifies as a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act
(or any successor rule), or, if no such CDME Nominee so qualifies, another
Independent Director who so qualifies.
(d) W&G shall cause to be maintained in effect for not less than five
years from the Closing the policies of directors' and officers' liability
insurance maintained by W&G as of the Closing (provided that W&G may substitute
therefor policies of at least the same coverage containing terms and conditions
which are no less advantageous) with respect to matters occurring prior to the
Closing to the extent available, provided that in no event shall W&G be required
to expend to maintain or procure insurance coverage pursuant to this Section
5(d) any amount per annum in excess of 200% of the aggregate premiums paid in
1991 on an annualized basis for such purpose. The directors and officers of W&G,
their heirs and representatives shall be the beneficiaries of this Section 5(d).
Section 6. Section 6 of the Investment Agreement is amended to add the
following subsections at the end thereof:
(i) Stock options granted under the Company's 1988 Stock Incentive
Plan, as amended through the date hereof, to any CDME Nominee and any shares of
Common Stock acquired by a CDME Nominee upon exercise of such options will not
be deemed to be beneficially owned by any member of the Buyer Group for purposes
of this Agreement nor subject to any of the provisions hereof.
<PAGE>
5
(j) If CDME desires to purchase additional shares of Common Stock and such
purchase is not prohibited by this Agreement, CDME shall give written notice to
the Company specifying the number of shares that CDME desires to purchase and
the price per share in cash that CDME would agree to pay therefor (the "Offer
Notice"). The Company, if approved by a majority of the Independent Directors,
may elect to sell to CDME up to the number of shares specified in the Offer
Notice at the price per share in cash specified in the Offer Notice by written
notice to CDME given within 10 Business Days after the Offer Notice is given to
the Company (the "Acceptance Notice"). If the Company so elects, the Company
shall sell and CDME shall purchase shares of Common Stock in accordance with the
Acceptance Notice as promptly as practicable, subject only to approval of the
New York Stock Exchange and the Pacific Stock Exchange of the listing of such
shares. If the Company fails to give to CDME an Acceptance Notice within the
time provided above or gives to CDME an Acceptance Notice indicating that it
will sell less than all shares specified in the Offer Notice, then CDME shall be
free (subject to the other restrictions in this Agreement) to purchase up to the
number of shares specified in the Offer Notice less the number of shares, if
any, to be sold to CDME pursuant to such Acceptance Notice, at any time or from
time to time within 180 days after the date that the Offer Notice was given to
the Company for a purchase price per share at or below the price specified in
the Offer Notice. CDME agrees that any shares of Common Stock purchased
by it hereunder shall be for investment for its own account and not with a view
toward any distribution thereof. No member of the Buyer Group shall acquire
beneficial ownership of any Common Stock from any person other than the Company
other than in accordance with the provisions of this Section 6(j).
Section 7. The first sentence of Section 8 of the Investment Agreement is
amended to read in its entirety as follows:
The obligation of the parties under this Agreement shall terminate and be
of no further force and effect from and after December 31, 1994, except that the
provisions of Section 5(d) shall continue in effect through the fifth
anniversary of the Closing Date.
Section 8. Miscellaneous.
(a) Continued Effect. Except as expressly changed hereby, the Investment
----------------
Agreement shall continue in full force and effect.
6846G
<PAGE>
(b) Governing Law. This Amendment shall be governed by and construed in
-------------
accordance with the substantive law of the State of New York without giving
effect to the principles of conflict of laws thereof.
(c) Counterparts. This Amendment may be executed in counterparts, each of
------------
which shall be an original, but all of which together shall constitute one and
the same agreement.
(d) Effect of Headings. The section headings herein are for convenience
------------------
only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto and have caused this Amendment to be
duly executed as of the day and year first above written.
WILLCOX & GIBBS, INC.
By
--------------------------------
Name:
Title:
REXEL, S.A.
By
--------------------------------
Name:
Title:
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By
--------------------------------
Name:
Title:
6846G
