SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13E-3 (section240.13E-3) THEREUNDER)
(FINAL)
REXEL, INC.
(NAME OF ISSUER)
REXEL, INC.
FRANCOIS PINAULT
S.C.A. FINANCIERE PINAULT
REXEL S.A.
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
969207109
(CUSIP NUMBER OF CLASS OF SECURITIES)
PIERRE CHAREYRE, REXEL S.A.,
25 RUE DE CLICHY
75009 PARIS, FRANCE
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
WITH COPIES TO:
JEAN-FRANCOIS CARRERAS, ESQ. JOEL A. ADLER, ESQ.
SOKOLOW, DUNAUD, MERCADIER & MCDERMOTT, WILL & EMERY
CARRERAS 50 ROCKEFELLER PLAZA
50 ROCKEFELLER PLAZA NEW YORK, NY 10020-1605
NEW YORK, NY 10020-1605 (212) 547-5400
(212) 547-5584 DAVID A. KATZ, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 W. 52ND STREET
NEW YORK, NY 10019
(212) 403-1309
JOHN HOYNS, ESQ. PAUL T. SCHNELL, ESQ.
HUGHES HUBBARD & REED LLP SKADDEN, ARPS, SLATE,
ONE BATTERY PARK PLAZA MEAGHER & FLOM LLP
NEW YORK, NY 10004 919 THIRD AVENUE
(212) 837-6762 NEW YORK, NY 10022-3897
(212) 735-3000
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of
1934.
b. / / The filing of a registration statement under the
Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: / /
INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-
3 (as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the
"Schedule 13E-3") is being filed by (i) Rexel, Inc., a New York corporation (the
"Company"), (ii) Francois Pinault, (iii) S.C.A. Financiere Pinault, (iv) Rexel
S.A., a societe anonyme organized under the laws of the Republic of France
("Parent"), and (v) International Technical Distributors, Inc., a New York
corporation and a wholly owned subsidiary of Parent ("ITD"), pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
promulgated thereunder by the Securities and Exchange Commission (the "SEC") in
connection with the merger of ITD with and into the Company.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
Item 5 of the Schedule 13E-3 is hereby supplemented as follows:
On December 30, 1997, the merger of ITD with and into the Company became
effective.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
Item 10 of the Schedule 13E-3 as previously supplemented is hereby amended as
follows:
(a)-(b) As a result of purchases pursuant to the Offer (11,612,457 Shares),
S.C.A. Financiere Pinault, Artemeis S.A., Societe Anonyme Professionelle de
Distribution, Pinault-Printemps-Redoute S.A., Parent and Francois Pinault
beneficially own 24,773,938 Shares of the Company, representing approximately
93.0% of the outstanding Shares and ITD beneficially owns 16,249,451 Shares of
the Company, representing approximately 61.1% of the outstanding Shares. The
following persons sold the number of Shares indicated in parentheses: Serge
Weinberg (1,000); John B. Fraser (3,000); Jon O. Fullerton (500); Allan M.
Gonopolsky (3,894); Austin List (1,000); Eric Lomas (1,000); Robert M. Merson
(46,386) and Gerald E. Morris (3,000). All Shares were purchased and sold
pursuant to the Offer at $22.50 on November 20, 1997.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby supplemented as follows:
99.(d)(19) Certificate of Merger dated December 23, 1997.
99.(d)(20) Parent press release dated December 22, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
December 30, 1997
REXEL S.A. INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By: /s/ Alain Redheuil By: /s/ Alain Redheuil
Name: Alain Redheuil Name: Alain Redheuil
Title: Chairman & CEO Title: President
S.C.A. Financiere Pinault
By: /s/ Francois Pinault* /s/ Francois Pinault*
Name: Francois Pinault Francois Pinault
Title: Managing General
Partner
REXEL, INC.
By: /s/ Gilles Guinchard
Name: Gilles Guinchard
Title: President & CEO
*By Emmanuel Cueff, Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.(d)(19) Certificate of Merger dated December 23, 1997.
99.(d)(20) Parent press release dated December 22, 1997.
EXHIBIT 99.(d)(19)
CERTIFICATE OF MERGER
OF
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
INTO
REXEL, INC.
(Under Section 905 of the Business Corporation Law)
It is hereby certified by the corporation named herein as the surviving
corporation as follows:
FIRST: The Board of Directors of International Technical Distributors, Inc.
has adopted a plan of merger setting forth the terms and conditions of merging
International Technical Distributors, Inc. with and into its subsidiary Rexel,
Inc.
SECOND: The name of the parent corporation to be merged, the certificate of
incorporation of which was filed by the Department of State on December 5, 1986,
is International Technical Distributors, Inc.
THIRD: The name of the surviving corporation, the certificate of
incorporation of which was filed by the Department of State on March 2, 1866, is
Rexel, Inc., a subsidiary of International Technical Distributors, Inc. (the
"Surviving Corporation"). The name under which Rexel, Inc. was formed is
Willcox & Gibbs Sewing Machine Company.
FOURTH: As of immediately prior to the effective date of the merger (as
provided in paragraph SIXTH below), the issued and outstanding shares of capital
stock of International Technical Distributors, Inc. consisted of 10,286.5 shares
of common stock, par value $.01 per share. As of immediately prior to the
effective date of the merger, the issued and outstanding shares of capital stock
of Rexel, Inc. consisted of 26,072,590 shares of common stock, par value $1.00
per share, of which 24,773,937 shares are owned by International Technical
Distributors, Inc. and one share is owned by Rexel S.A., the sole shareholder of
International Technical Distributors, Inc.
FIFTH: On the effective date of the merger, by virtue of the merger and
without any action of the part of International Technical Distributors, Inc.,
Rexel, Inc. or the holders of any of the following securities:
1) The share of common stock, par value $1.00 per share, of Rexel, Inc.
issued and outstanding immediately prior to the effective date of the merger
owned directly by Rexel S.A. shall remain issued and outstanding and no payment
or distribution shall be made with respect thereto;
2) Each share of common stock, par value $1.00 per share, of Rexel, Inc.
issued and outstanding immediately prior to the effective date of the merger
owned directly by International Technical Distributors, Inc. shall be cancelled
and no payment or distribution shall be made with respect thereto.
3) Each share of common stock, par value $1.00 per share, of Rexel, Inc.
issued and outstanding immediately prior to the effective date of the merger
other than shares owned directly or indirectly by Rexel S.A. and shares owned
by Rexel, Inc. as treasury stock shall be canceled and, subject to Section
623 of the Business Corporation Law, shall be converted automatically into
the right to receive from Rexel, Inc. an amount equal to $22.50 in cash
payable, without interest, to the holder of each such share, upon surrender
of the certificate that formerly evidenced such share;
4) Each share of common stock, par value $1.00 per share, of Rexel, Inc.
that is owned by Rexel, Inc. as treasury stock shall be cancelled and no payment
or distribution shall be made with respect thereto; and
5) All shares of common stock, par value $.01 per share, of International
Technical Distributors, Inc. issued and outstanding immediately prior to the
effective date of the merger shall be converted into 13,161,480 shares of the
Surviving Corporation which shall be issued to Rexel S.A.
SIXTH: The effective date of the merger is December 30, 1997.
SEVENTH: The merger has been approved by the sole shareholder of International
Technical Distributors, Inc. in accordance with paragraph (a) of section 903
(Authorization by shareholders) of the Business Corporation Law.
IN WITNESS WHEREOF, the undersigned have subscribed and affirm as true under the
penalties of perjury this certificate this 23rd day of December, 1997.
REXEL, INC.
s/Gilles P. Guincard
Gilles P. Guinchard, President
s/ Jon O. Fullerton
Jon O. Fullerton, Secretary
EXHIBIT 99.(d)(20)
NEWS RELEASE
FOR IMMEDIATE RELEASE COMPANY CONTACT:
Eric Lomas
Chairman
Telephone: (212) 759-9080
Gilles Guinchard
President &
Chief Executive Officer
Telephone: (305) 446-8000
REXEL, INC. SHAREHOLDERS' MEETING CANCELLED
New York, N.Y. -- December 22, 1997 -- Rexel, S.A. announced today that the
merger of its subsidiary, International Technical Distributors, Inc., with and
into Rexel, Inc. (NYSE-"RXL") is anticipated to be accomplished after the close
of business on December 29, 1997 through a "short form" merger which will not
require the approval of the shareholders of Rexel, Inc. Thus, the Rexel, Inc.
shareholders' meeting to approve the merger previously scheduled to be held on
December 30, 1997 has been cancelled. A notice of merger will be circulated to
all current Rexel, Inc. shareholders following completion of the merger.
Rexel, Inc. is a major electrical supplies distributor in the U.S. Rexel,
S.A. is headquartered in Paris, France, and is listed on the Paris stock
exchange. Rexel, S.A., operating through its affiliated companies, including
Rexel, Inc., is the largest electrical supplies distributor in the world, with
operations in 17 countries.
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