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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
REXEL, INC.
------------
formerly known as
-----------------
WILLCOX & GIBBS, INC.
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(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 27, 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.5
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 11,308,781
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
11,308,781
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,308,781
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_]
13 Percent of Class Represented by Amount in Row (11)
46.90%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
AMENDMENT NO.5
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 11,308,781
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
11,308,781
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,308,781
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_]
13 Percent of Class Represented by Amount in Row (11)
46.90%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
AMENDMENT NO.5
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
Person 9 Sole Dispositive Power
With 0
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. 5 TO SCHEDULE 13D
This Amendment No. 5 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, on May 17, 1995, of 300,000 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 1.25% 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:
Schedule A, which sets forth, with respect to each executive officer and
director of each 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, is hereby amended and restated as
attached hereto.
Item 3 Source and Amount of Funds/Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented as follows:
On May 17, 1995, Rexel, through a series of open-market purchases, acquired
300,000 shares of Common Stock of the Issuer. Rexel paid total cumulative
consideration of $2,362,500 cash for the shares of Common Stock of the Issuer so
purchased, for an average purchase price of approximately $7.875 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 300,000 additional shares of the Common Stock of the Issuer
purchased on May 17, 1995 for investment purposes. This acquisition results in
the beneficial ownership by Rexel of approximately 46.90% of the Total Voting
Power (as such term is defined in the Investment Agreement) of the Issuer.
Page 5 of 18 Pages
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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 on May 17, 1995 of 300,000
additional shares of the Common Stock of the Issuer, Rexel now directly holds
6,671,787 shares of the Common Stock of the Issuer, equal to approximately
27.67% 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
11,308,781 shares of the Common Stock of the Issuer, or approximately 46.90% 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 11,308,781 shares of the Common Stock of the Issuer, equal to
approximately 46.90% of the number of shares of the Common Stock of the Issuer
currently issued and outstanding.
Page 6 of 18 Pages
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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. 5 is true, complete and correct.
Dated: June 12, 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 7 of 18 Pages
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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 8 of 18 Pages
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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 Director, 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 9 of 18 Pages
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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 10 of 18 Pages
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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 11 of 18 Pages
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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 12 of 18 Pages
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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 13 of 18 Pages
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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 14 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 Director, 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
Page 15 of 18 Pages
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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
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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
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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
