UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
REXEL, INC.
(Name of Issuer)
Common Stock
par value $1.00 per share
(Title of Class of Securities)
969207109
(CUSIP Number)
Jean-Francois Carreras, Esq.
Sokolow, Dunaud, Mercadier & Carreras
1211 Avenue of the Americas
New York, NY 10036
(212) 768-5485
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 1996
(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
SCHEDULE 13D
AMENDMENT NO. 8
CUSIP NO. 969207109
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 12,212,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
12,212,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,212,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
47.59%
14 Type of Reporting Person*
CO
_________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
AMENDMENT NO. 8
CUSIP NO. 969207109
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*
OO, 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 12,212,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
12,212,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,212,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
47.59%
14 Type of Reporting Person*
CO
_________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
AMENDMENT NO. 8
CUSIP NO. 969207109
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
FRANCE
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 Sole 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)
18.07%
14 Type of Reporting Person*
CO
_________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 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, between February 29, 1996 and May 8, 1996 of 342,600 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 1.34% 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:
Between February 29, 1996 and May 8, 1996, Rexel, through a series of open-
market purchases, acquired 342,600 shares of Common Stock of the Issuer. Rexel
paid total cumulative consideration of $4,075,375 cash for the shares of Common
Stock of the Issuer so purchased, for an average purchase price of approximately
$11.90 per share. Such purchases were financed by Rexel's confirmed and
unconfirmed banking lines of credit and commercial paper program.
ITEM 4 PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
Rexel acquired 342,600 additional shares of the Common Stock of the Issuer
purchased between February 29, 1996 and May 8, 1996 for investment purposes.
This acquisition results in the beneficial ownership by Rexel of approximately
47.59% of the Total Voting Power (as such term is defined in the Investment
Agreement) of the Issuer.
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 between February 29, 1996 and
May 8, 1996, of 342,600 additional shares of the Common Stock of the Issuer,
Rexel now directly holds 7,575,587 shares of the Common Stock of the Issuer,
equal to approximately 29.52% 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 18.07% 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 12,212,581 shares of the Common Stock of the Issuer, or
approximately 47.59% 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 12,212,581 shares of the Common Stock of the
Issuer, equal to approximately 47.59% of the number of shares of the Common
Stock of the Issuer currently issued and outstanding.
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. 8 is true, complete and correct.
Dated: June 20, 1996
PINAULT-PRINTEMPS REDOUTE S.A.
By: /s/ Serge Weinberg
Name: Serge Weinberg
Title: Chairman & CEO
REXEL S.A.
By: /s/ Serge Weinberg__
Name: Serge Weinberg
Title: Chairman & CEO
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By: /s/ Serge Weinberg_
Name: Serge Weinberg
Title: Chairman & CEO
SCHEDULE A
GENERAL PARTNERS OF S.C.A.
FINANCIERE PINAULT
Name and Principal
Business Address
Citizenship Position
_______________________________________________________________________________
Francois PINAULT Managing General Partner
4, rue de Tournon
75006 Paris
Citizenship: French
PINAULT TRUSTEE (S.A.R.L.) General Partner
5, boulevard de Latour Maubourg
75007 Paris
Citizenship
(Jurisdiction of Organization) French
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 Jean-Henri PINAULT Director, General Manager,
c/o Artemis Assistant CEO
Citizenship: French
John J. RIAN III Director
c/o Artemis
Citizenship: American
Jean-Louis de ROUX Director
c/o Artemis
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE ANONYME
PROFESSIONNELLE DE DISTRIBUTION
Name and Principal
Business Address
Citizenship Position
________________________________________________________________________________
Patrice MARTEAU Chairman and CEO
c/o PPR
Citizenship: French
PRODISTRI
Represented by Michel FRIOCOURT Director
c/o PPR
Citizenship: French
`SOCIETE FINANCIE RE DES
GRANDS MAGASINS
Represented by Alain GUILLOT Director
c/o PPR
Citizenship: French
SOCIETE FRANCAISE D'ENTREPOTS
Represented by Cecile de GUILLEBON Director
c/o PPR
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF
PINAULT-PRINTEMPS-REDOUTE S.A.
18, place Henri Bergson - Paris 8e
Name and Principal
Business Address
Citizenship Position
________________________________________________________________________________
Serge WEINBERG Chairman & CEO
c/o PPR
Citizenship: French
Francois Jean-Henri PINAULT Director
c/o PPR
Citizenship: French
Joel SAVEUSE Director
c/o PPR
Citizenship: French
Jean-Claude TATE Director
c/o PPR
Citizenship: French
Philippe VINDRY Director
c/o PPR
Citizenship: French
BOARD OF SUPERVISORS<F1> 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-DUSSARD Supervisor
c/o PPR
Citizenship: French
Patrick DUVERGER Supervisor
c/o PPR
Citizenship: French
Francois HENROT Supervisor
c/o PPR
Citizenship: French
Antoine JEANCOURT-GALIGNANI Supervisor
c/o PPR
Citizenship: French
Daniel LEBEGUE Supervisor
c/o PPR
Citizenship: French
Loik LE FLOCH-PRIGENT Supervisor
c/o PPR
Citizenship: French
Alain MINC Supervisor
c/o PPR
Citizenship: French
Jean POLLET Supervisor
c/o PPR
Citizenship: French
Patrick POLLET Supervisor
c/o PPR
Citizenship: French
Bruno ROGER Supervisor
c/o PPR
Citizenship: French
[FN]
<F1> 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.
ADVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A.<F2>
Name and Principal
Business Address
Citizenship Position
________________________________________________________________________________
CREDIT LYONNAIS Advisor
Represented by Jean-Paul AMIEL
c/o PPR
Citizenship: French
Leon CLIGMAN Advisor
c/o PPR
Citizenship: French
Jean-Philippe HOTTINGER Advisor
c/o PPR
Citizenship: French
Jean LOYRETTE Advisor
c/o PPR
Citizenship: French
Jean-Louis de ROUX Advisor
c/o PPR
Citizenship: French
[FN]
<F2> 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.
DIRECTORS AND EXECUTIVE
OFFICERS OF REXEL S.A.
Name and Principal
Business Address
Citizenship Position
________________________________________________________________________________
Serge WEINBERG Chairman & CEO
c/o REXEL
Citizenship: French
Bernard CLERC Director
c/o REXEL Honorary Chairman
Citizenship: French
Patricia BARBIZET-DUSSART Director
c/o REXEL
Citizenship: French
Patrice MARTEAU Director
c/o REXEL
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
Bertrand de TALHOUET Director
c/o Rexel
Citizenship: French
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
