<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WILLCOX & GIBBS, INC.
--------------------------------------------------
(Name of Issuer)
Common Stock
par value $1.00 per share
--------------------------------------------------
(Title of Class of Securities)
969207109
-----------------------------
(CUSIP Number)
Richard Sogno-Bezza, Esq.
Rexel, S.A.
Legal Department
26, rue de Londres, 75009 Paris FRANCE (011)(33)(1) 42 85 85 00
---------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 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 9 Pages
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 3
CUSIP NO. 969207109 PAGE 2 OF 9 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PINAULT-PRINTEMPS-REDOUTE 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
<TABLE>
<CAPTION>
FRANCE
<S> <C> <C>
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,383,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,383,581
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,383,581
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
43.06%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 3
CUSIP NO. 969207109 PAGE 3 OF 9 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
REXEL, 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*
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
<TABLE>
<CAPTION>
FRANCE
<S> <C> <C>
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,383,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,383,581
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,383,581
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
43.06%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 3
CUSIP NO. 969207109 PAGE 4 OF 9 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
<TABLE>
<CAPTION>
NEW YORK
<S> <C> <C>
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
</TABLE>
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)
19.23%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D (the "Schedule 13D") is filed by
Pinault-Printemps-Redoute S.A. ("PPR"), Rexel, S.A. ("Rexel") and International
Technical Distributors, Inc. ("ITD") with respect to the acquisition on the open
market, during the period June 29, 1994 through November 30, 1994, of 608,000
shares of the common stock, par value $1.00 per share (the "Common Stock"), of
Willcox & Gibbs, Inc. (the "Issuer") by Rexel, S.A. The amount of Common Stock
so acquired constitutes approximately 2.52% of the issued and outstanding common
stock of the Issuer. 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 supplemented as follows:
As a result of certain purchases by Artemis in September 1994 of shares of
capital stock of PPR, Artemis is now the owner of approximately 40.26% of the
capital stock, and approximately 40.45% of the voting rights, of PPR.
Certain changes have occurred with respect to the information set forth in
Schedule A for each of SFP, Artemis and SAPRODIS. Amended Schedule A entries
for each such entity are attached hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS/OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby supplemented as follows:
During the period June 29, 1994 through November 30, 1994, Rexel, through a
series of open-market purchases, acquired 608,000 shares of Common Stock of the
Issuer. Rexel paid total cumulative consideration of $3,942,500 cash for the
shares of Common Stock of the Issuer so purchased, for an average purchase price
of approximately $6.48 per share. Such purchases were financed by Rexel's
internal working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
Rexel acquired 608,000 additional shares of the Common Stock of the Issuer
purchased during the period June 29, 1994 through November 30, 1994 for
investment purposes. Such acquisition results in the beneficial ownership by
Rexel of approximately 43.06% of the Total Voting Power (as such term is defined
in the Investment Agreement) of the Issuer.
Page 5 of 9 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Items 5(a), (b) and (c) of the Schedule 13D are hereby supplemented as
follows:
As a result of its open-market acquisition during the period June 29, 1994
through November 30, 1994 of 608,000 additional shares of the Common Stock of
the Issuer, Rexel now directly holds 5,746,587 shares of the Common Stock of
the Issuer, equal to approximately 23.83% 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, equal to approximately
19.23% 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 10,383,581 shares of the Common Stock of the
Issuer, or approximately 43.06% 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 10,383,581 shares of the Common Stock
of the Issuer, equal to approximately 43.06% of the number of shares of the
Common Stock of the Issuer currently issued and outstanding.
Page 6 of 9 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. 3 is true, complete and correct.
Dated: December 14, 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 7 of 9 Pages
<PAGE>
SCHEDULE A
GENERAL PARTNERS OF S.C.A.
FINANCIERE PINAULT
------------------
<TABLE>
<CAPTION>
Name and Principal Position
Business Address
Citizenship
<S> <C>
Francois PINAULT Managing General Partner
c/o Artemis
Citizenship: French
PINAULT TRUSTEE (S.A.R.L.) General Partner
c/o Artemis
Citizenship
(Jurisdiction of Organization): French
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF ARTEMIS, S.A.
-------------------------------------------------
<TABLE>
<CAPTION>
Name and Principal Position
Business Address
Citizenship
<S> <C>
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, General Manager,
c/o Artemis Assistant CEO
Citizenship: French
Jean-Louis de ROUX Director
c/o Artemis
Citizenship: French
John J. RYAN III Director
c/o Artemis
Citizenship: American
</TABLE>
Page 8 of 9 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE ANONYME
PROFESSIONELLE DE DISTRIBUTION
------------------------------
<TABLE>
<CAPTION>
Name and Principal Position
Business Address
Citizenship
<S> <C>
Elizabeth TEYSSIER Chairman and CEO
c/o PPR
Citizenship: French
Michel LEMAIRE Director
SAPARDIS
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
</TABLE>
Page 9 of 9 Pages
