<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
REXEL, INC.
------------
formerly known as
-----------------
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.
Arent Fox Kintner Plotkin & Kahn
1675 Broadway
New York, NY 10019
(212) 484-3975
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1995
---------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a 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 18 Pages
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SCHEDULE 13D
AMENDMENT NO.4
CUSIP NO. 969207109 PAGE 2 OF 18 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
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 11,008,781
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
11,008,781
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,008,781
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_]
13 Percent of Class Represented by Amount in Row (11)
45.65%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO.4
CUSIP NO. 969207109 PAGE 3 OF 18 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, BK
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 11,008,781
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
11,008,781
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,008,781
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_]
13 Percent of Class Represented by Amount in Row (11)
45.65%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
AMENDMENT NO.4
CUSIP NO. 969207109 PAGE 4 OF 18 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)
19.23%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 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 December 1, 1994 through May 5, 1995, of 625,200
shares of the common stock, par value $1.00 per share (the "Common Stock"), of
Rexel, Inc., formerly known as Willcox & Gibbs, Inc. (the "Issuer") by Rexel
S.A. The amount of Common Stock so acquired constitutes approximately 2.60% 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 amended and restated to read in its
entirety as follow:
(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 the laws of the Republic of France ("SAPRODIS"). PPR holds
82.09% of the shares of voting stock of SAPRODIS. Societe Financiere de
Distribution et de Negoce - FIDIN, a societe anonyme organized and existing
under the laws of the Republic of France ("FIDIN"), holds 17.91% of the shares
of voting stock of SAPRODIS. FIDIN 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. As of December 31,
1994, approximately 70.96% of the capital stock and 69.47% of the voting rights,
respectively, of Rexel are held by SAPRODIS. Approximately 40.70% of the
capital stock and 52.31% 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 75.40% 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 74.36% of their 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 Maubourg, 75007 Paris, France. The principal
business address of FIDIN is 18, rue de Troyon, 92316 Sevres, 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,
Page 5 of 18 Pages
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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, FIDIN 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.
(d) and (e). None of SFP, Artemis, PPR, SAPRODIS, Rexel, FIDIN, 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, FIDIN 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:
During the period December 1, 1994 through May 5, 1995, Rexel, through a
series of open-market purchases, acquired 625,200 shares of Common Stock of the
Issuer. Rexel paid total cumulative consideration of $3,962,450 cash for the
shares of Common Stock of the Issuer so purchased, for an average purchase price
of approximately $6.34 per share. Such purchases were financed by Rexel's
confirmed and unconfirmed lines of credit.
ITEM 4 PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
Rexel acquired 625,200 additional shares of the Common Stock of the Issuer
purchased during the period December 1, 1994 through May 5, 1995 for investment
purposes. Such acquisitions result in the beneficial ownership by Rexel of
approximately 45.65% of the Total Voting Power (as such term is defined in the
Investment Agreement) of the Issuer.
Page 6 of 18 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 December 1,
1994 through May 5, 1995 of 625,200 additional shares of the Common Stock of the
Issuer, Rexel now directly holds 6,371,787 shares of the Common Stock of the
Issuer, equal to approximately 26.42% of the number of shares of 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 11,008,781 shares of the Common Stock of the
Issuer, or approximately 45.65% 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 11,008,781 shares of the Common Stock
of the Issuer, equal to approximately 45.65% of the number of shares of the
Common Stock of the Issuer currently issued and outstanding.
Page 7 of 18 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. 4 is true, complete and correct.
Dated: May 15, 1995
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 8 of 18 Pages
<PAGE>
SCHEDULE A
GENERAL PARTNERS OF S.C.A.
FINANCIERE PINAULT
------------------
Name and Principal
Business Address
Citizenship Position
________________________________________________________________
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
Page 9 of 18 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF ARTEMIS S.A.
------------------------------------------------
Name and Principal
Business Address
Citizenship Position
_______________________________________________________________________
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
Page 10 of 18 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE ANONYME
PROFESSIONNELLE DE DISTRIBUTION
-------------------------------
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________
Elizabeth TEYSSIER Chairman and CEO
c/o PPR
Citizenship: French
Michel LEMAIRE Director
Prodistri
c/o PPR
Citizenship: French
Alain GUILLOT Director
Societe Financiere des Grands Magasins
c/o PPR
Citizenship: French
Cecile de GUILLEBON Director
Societe Francaise d'Entrepots
c/o PPR
Citizenship: French
Page 11 of 18 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
PINAULT-PRINTEMPS-REDOUTE S.A.
------------------------------
Name and Principal
Business Address
Citizenship Position
_______________________________________________________________
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 12 of 18 Pages
<PAGE>
BOARD OF SUPERVISORS/1/ OF
PINAULT-PRINTEMPS-REDOUTE S.A.
------------------------------
Name and Principal
Business Address
Citizenship Position
_______________________________________________________________
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
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
_______________________
/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 13 of 18 Pages
<PAGE>
Jean POLLET Supervisor
c/o PPR
Citizenship: French
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
Jean Yves DURANCE Supervisor
Credit Lyonnais Investissement
c/o PPR
Citizenship: French
Page 14 of 18 Pages
<PAGE>
ADVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A./2/
-------------------------------
Name and Principal
Business Address
Citizenship Position
___________________________________________________________________
Leon CLIGMAN Advisor
c/o PPR
Citizenship: French
Jean Paul AMIEL Advisor
Credit Lyonnais
c/o PPR
Citizenship: French
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
______________________
/2/ Under the French statute governing corporations, "advisors"
("censeurs") are entitled to attend, and render advice at, the meeting
of a firm's board of directors or supervisory board, but have no
voting rights.
Page 15 of 18 Pages
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DIRECTORS AND EXECUTIVE
OFFICERS OF REXEL S.A.
----------------------
Name and Principal
Business Address
Citizenship Position
________________________________________________________________________
Serge WEINGERG 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: Canadian
Bernard YONCOURT Director
c/o Rexel
Citizenship: French
Page 16 of 18 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
------------------------------------------
Name and Principal
Business Address
Citizenship Position
__________________________________________________________________
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 17 of 18 Pages
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE
FINANCIERE DE DISTRIBUTION ET DE NEGOCE -
FIDIN (ex GEFIP) 18, Rue de TROYON, SEVRES, FRANCE
--------------------------------------------------
Francois Jean Henri PINAULT Chairman and CEO
c/o FIDIN
Citizenship: French
Patricia BARBIZET Director
c/o FIDIN
Citizenship: French
Laurence FOURNET Director
c/o FIDIN
Citizenship: French
Bernard YONCOURT Director
SA SAPARDIS
c/o FIDIN
Citizenship: French
Jean-Francois PALUS General Manager
c/o FIDIN (non-director)
Citizenship: French
Page 18 of 18 Pages
