SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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)
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. JOHN HOYNS, ESQ. PAUL T. SCHNELL, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ HUGHES HUBBARD & REED LLP SKADDEN, ARPS, SLATE,
51 W. 52ND STREET ONE BATTERY PARK PLAZA MEAGHER & FLOM LLP
NEW YORK, NY 10019 NEW YORK, NY 10004 919 THIRD AVENUE
(212) 403-1309 (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: /X/
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-
3 (as amended by this Amendment No. 1, 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 proposed
merger (the "Merger") of ITD with and into the Company pursuant to the terms and
conditions of the Agreement and Plan of Merger dated as of October 17, 1997
among ITD, Parent and the Company (the "Merger Agreement"), a copy of which
constituted Exhibit (c)(1) to this Schedule 13E-3. At the effective time of the
Merger, (a) ITD shall be merged with and into the Company, with the Company as
the surviving corporation, and (b) each share of common stock, par value $1.00
per share ("Shares"), of the Company (other than Shares owned directly or
indirectly by Parent or ITD, Shares held in the treasury of the Company or
Shares, if any, held by dissenting shareholders who perfect appraisal rights)
shall be converted into the right to receive $22.50 per share in cash. The
Merger is the second and final step in the acquisition of the outstanding Shares
of the Company by Parent and ITD pursuant to the transactions contemplated by
the Merger Agreement. The first step was a tender offer by ITD pursuant to
which ITD offered to purchase all issued and outstanding Shares, not already
owned by Parent or ITD, for $22.50 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
October 23, 1997 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase, each as amended or
supplemented from time to time, constitute the "Offer"), copies of which consti-
tuted Exhibits (d)(1) and (d)(2), respectively, to this Schedule 13E-3. The
Offer is conditioned upon, among other things, there being validly tendered and
not properly withdrawn not less than 6,760,905 Shares pursuant to the Offer.
The consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including, if required by law, the approval and adoption of
the Merger Agreement by the requisite vote of shareholders of the Company.
However, if ITD acquires, pursuant to the Offer or otherwise, at least 90% of
the outstanding Shares of the Company, Parent and ITD will be able to cause the
Merger to become effective without the approval of the Company shareholders.
The following Cross Reference Sheet, prepared pursuant to General Instruction
F to Schedule 13E-3, shows the location in the Information Statement subject to
Regulation 14C filed by the Company with the SEC (the "Information Statement")
on the date hereof of the information required to be included in this Schedule
13E-3. The information set forth in the Information Statement, including all
exhibits thereto, is hereby expressly incorporated herein by reference as set
forth in the Cross Reference Sheet and the responses in this Schedule 13E-3, and
such responses are qualified in their entirety by reference to the information
contained in the Information Statement and the exhibits thereto.
CROSS REFERENCE SHEET
WHERE
ITEM IN LOCATED IN
SCHEDULE 13E-3 INFORMATION STATEMENT
Item 1(a) . . . . . . . . . . Cover Page
Introduction
Item 1(b) . . . . . . . . . . Cover Page
Introduction
Item 1(c) . . . . . . . . . . Price Range of Shares; Dividends
Item 1(d) . . . . . . . . . . Price Range of Shares; Dividends
Item 1(e) . . . . . . . . . . Not Applicable
Item 1(f) . . . . . . . . . . Special Factors-Interests of Certain Persons
in the Merger; Beneficial Ownership of Shares
Item 2(a-d & g) . . . . . . . Introduction
Certain Information Concerning Parent and ITD
Exhibit A
Item 2(e-f) . . . . . . . . . Not Applicable
Item 3(a-b) . . . . . . . . . Introduction
Special Factors-Background of the Merger
Special Factors-Interests of Certain Persons
in the Merger; Related Party Transactions
Item 4 . . . . . . . . . . . Introduction
Special Factors-Background of the Merger
Special Factors-Rights of Shareholders in the
Merger; Appraisal Rights
Special Factors-The Merger Agreement
Certain Legal Matters and Regulatory Approvals
Item 5 . . . . . . . . . . . Special Factors-Purpose and Structure of the
Merger; Reasons of Parent and ITD for the
Merger
Special Factors-Plans for the Company; Certain
Effects of the Merger
Item 6(a-c) . . . . . . . . . Financing of the Merger
Fees and Expenses
Item 7 . . . . . . . . . . . Special Factors-Background of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Special Factors-Purpose and Structure of the
Merger; Reasons of Parent and ITD for the
Merger
Special Factors-Plans for the Company; Certain
Effects of the Merger
Certain Federal Income Tax Consequences
Effect of the Merger on the Market for the
Shares; The New York Stock Exchange, The
Pacific Stock Exchange and Exchange Act
Registration
Item 8 . . . . . . . . . . . Introduction
Special Factors-Background of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Special Factors-Purpose and Structure of the
Merger; Reasons of Parent and ITD for the
Merger
Special Factors-Plans for the Company; Certain
Effects of the Merger
Item 9 . . . . . . . . . . . Special Factors-Background of the Merger
Special Factors-Recommendation of the Company
Board; Fairness of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Exhibit B
Item 10(a-b) . . . . . . . . Special Factors-Interests of Certain Persons
in the Merger; Beneficial Ownership of Shares
Item 11 . . . . . . . . . . . Special Factors-Background of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Special Factors-Purpose and Structure of the
Merger; Reasons of Parent and ITD for the
Merger
Special Factors-Plans for the Company; Certain
Effects of the Merger
Special Factors-The Merger Agreement
Special Factors-Interests of Certain Persons
in the Merger; Beneficial Ownership of Shares
Certain Information Concerning Parent and ITD
Item 12 . . . . . . . . . . . Introduction
Special Factors-Background of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Special Factors-Recommendation of the Company
Board; Fairness of the Merger
Special Factors-Plans for the Company; Certain
Effects of the Merger
Special Factors-Interests of Certain Persons
in the Offer and the Merger
Item 13 . . . . . . . . . . . Special Factors-Rights of Shareholders in the
Merger; Appraisal Rights
Special Factors-The Merger Agreement
Exhibit C
Item 14 . . . . . . . . . . . Certain Information Concerning the Company
Item 15(a) . . . . . . . . . Introduction
Special Factors-Background of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Item 15(b) . . . . . . . . . Introduction
Special Factors-Background of the Merger
Special Factors-Position of Parent and ITD
Regarding Fairness of the Merger
Special Factors-Recommendation of the Company
Board; Fairness of the Merger
Fees and Expenses
Item 16 . . . . . . . . . . . Preliminary Information Statement in its
Entirety
Item 17 . . . . . . . . . . . Separately filed with this Schedule 13E-3
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(b) The information set forth on the cover page of the Information
Statement and in the Information Statement under "INTRODUCTION" is incorporated
herein by reference.
(c)-(d) No dividends have been paid on the Shares during the past two years.
The information set forth in the Information Statement under "PRICE RANGE OF
SHARES; DIVIDENDS" is incorporated herein by reference.
(f) The information set forth in the Information Statement under "SPECIAL
FACTORS-Interests of Certain Persons in the Merger; Beneficial Ownership of
Shares" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(d) and (g) This Schedule 13E-3 is being filed by the Company, Francois
Pinault, S.C.A. Financiere Pinault, Parent and ITD (the Company being the
issuer). The information concerning the name, state or other place of organiza-
tion, principal business and address of the principal office of each filing
person and the information concerning the name, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment or occupation
is conducted, material occupations, positions, offices or employments during the
last five years and citizenship of each of the executive officers and directors
of each filing person is set forth under "INTRODUCTION," "CERTAIN INFORMATION
CONCERNING PARENT AND ITD" and Exhibit A of the Information Statement and is
incorporated herein by reference.
(e)-(f) During the last five years, no filing person and, to the best
knowledge of each filing person, none of the persons listed in Exhibit A of the
Information Statement has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body 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 activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 3(a) of the Schedule 13E-3 is hereby supplemented as follows:
(a) The information set forth in the Information Statement under
"INTRODUCTION," "SPECIAL FACTORS-Background of the Merger" and "SPECIAL
FACTORS-Interests of Certain Persons in the Merger; Related Party Transactions"
is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of the Schedule 13E-3 is hereby supplemented as follows:
(a) The information set forth in the Information Statement on the cover page
thereof and under "INTRODUCTION," "SPECIAL FACTORS-Background of the Merger,"
"SPECIAL FACTORS-Rights of Shareholders in the Merger; Appraisal Rights,"
"SPECIAL FACTORS-The Merger Agreement" and "CERTAIN LEGAL MATTERS AND REGULATORY
APPROVALS" is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of the Schedule 13E-3 is hereby supplemented as follows:
The information set forth in the Information Statement under "SPECIAL
FACTORS-Purpose and Structure of the Merger; Reasons of Parent and ITD for the
Merger," "SPECIAL FACTORS-Plans for the Company; Certain Effects of the Merger"
is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Item 6 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(c) The information set forth in the Information Statement under
"FINANCING OF THE MERGER" and "FEES AND EXPENSES" is incorporated herein by
reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 of the Schedule 13E-3 is hereby supplemented as follows:
The information set forth in the Information Statement under "SPECIAL
FACTORS-Background of the Merger," "SPECIAL FACTORS-Position of Parent and ITD
Regarding Fairness of the Merger," "SPECIAL FACTORS-Purpose and Structure of the
Merger; Reasons of Parent and ITD for the Merger," "SPECIAL FACTORS-Plans for
the Company; Certain Effects of the Merger," "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" and "EFFECT OF THE MERGER ON THE MARKET FOR THE SHARES; THE NEW
YORK STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE AND EXCHANGE ACT REGISTRATION"
is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(e) The information set forth in the Information Statement under
"INTRODUCTION," "SPECIAL FACTORS-Background of the Merger," "SPECIAL
FACTORS-Position of Parent and ITD Regarding Fairness of the Merger" and
"SPECIAL FACTORS-Purpose and Structure of the Merger; Reasons of Parent and ITD
for the Merger," "SPECIAL FACTORS-Plans for the Company; Certain Effects of the
Merger" is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(c) The information set forth in the Information Statement under "SPECIAL
FACTORS-Background of the Merger," "SPECIAL FACTORS-Recommendation of the
Company Board; Fairness of the Merger," "SPECIAL FACTORS-Position of Parent and
ITD Regarding Fairness of the Merger" and in Exhibit B is incorporated herein by
reference. The opinion of Wasserstein Perrella & Co., Inc. is attached to the
Information Statement as Exhibit B.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(b) The information set forth in the Information Statement under "SPECIAL
FACTORS-Interests of Certain Persons in the Merger; Beneficial Ownership of
Shares" is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Item 11 of the Schedule 13E-3 is hereby supplemented as follows:
The information set forth in the Information Statement under "SPECIAL
FACTORS-Background of the Merger," "SPECIAL FACTORS-Position of Parent and ITD
Regarding Fairness of the Merger," "SPECIAL FACTORS-Purpose and Structure of the
Merger-Reasons of Parent and ITD for the Merger," "SPECIAL FACTORS-Plans for the
Company; Certain Effects of the Merger," "SPECIAL FACTORS-The Merger Agreement,"
"SPECIAL FACTORS-Interests of Certain Persons in the Merger; Beneficial
Ownership of Shares" and "CERTAIN INFORMATION CONCERNING PARENT AND ITD" is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
Item 12 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(b) The information set forth in the Information Statement under
"INTRODUCTION," "SPECIAL FACTORS-Background of the Merger," "SPECIAL
FACTORS-Position of Parent and ITD Regarding Fairness of the Merger," "SPECIAL
FACTORS-Recommendation of the Company Board; Fairness of the Merger," "SPECIAL
FACTORS-Plans for the Company; Certain Effects of the Merger" and "SPECIAL
FACTORS-Interests of Certain Persons in the Offer and the Merger" is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
Item 13 of the Schedule 13E-3 is hereby supplemented as follows:
(a) The information set forth in the Information Statement under "SPECIAL
FACTORS-Rights of Shareholders in the Merger; Appraisal Rights," "SPECIAL
FACTORS-The Merger Agreement" and in Exhibit C is incorporated herein by
reference.
ITEM 14. FINANCIAL INFORMATION.
Item 14 of the Schedule 13E-3 is hereby supplemented as follows:
(a) The information set forth in the Information Statement under "CERTAIN
INFORMATION CONCERNING THE COMPANY" is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
Item 15 of the Schedule 13E-3 is hereby supplemented as follows:
(a) The information set forth in the Information Statement under
"INTRODUCTION," "SPECIAL FACTORS-Background of the Merger" and "SPECIAL
FACTORS-Position of Parent and ITD Regarding Fairness of the Merger" is
incorporated herein by reference.
(b) The information set forth in the Information Statement under
"INTRODUCTION," "SPECIAL FACTORS-Background of the Merger," "SPECIAL
FACTORS-Position of Parent and ITD Regarding Fairness of the Merger," "SPECIAL
FACTORS-Recommendation of the Company Board; Fairness of the Merger" and "FEES
AND EXPENSES" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 is hereby supplemented as follows:
The information set forth in the Information Statement is incorporated herein
by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby supplemented as follows:
(d)(15) Preliminary Information Statement subject to Regulation 14C
(incorporated by reference to the Information Statement under Schedule 14C filed
by the Company on the date hereof).
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.
November 13, 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
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(d)(15) Preliminary Information Statement subject to Regulation 14C
(incorporated by reference to the Information Statement under
Schedule 14C filed by the Company on the date hereof).
