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. 10)*
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
50 Rockefeller Plaza
New York, NY 10020-1605
(212) 547-5584
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 1997
(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 (the "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. 10
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 13,161,481
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
13,161,481
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,161,481
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
50.55%
14 Type of Reporting Person*
CO
_______________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
AMENDMENT NO. 10
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 13,161,481
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
13,161,481
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,161,481
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
50.55%
14 Type of Reporting Person*
CO
_______________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
AMENDMENT NO. 10
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
4,646,994
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)
17.81%
14 Type of Reporting Person*
CO
_______________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10 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") in order to disclose the proposal made to
the Board of Directors of Rexel, Inc., formerly known as Willcox & Gibbs, Inc.
(the "Issuer"), by Rexel regarding the acquisition of all outstanding shares of
the Issuer not owned by Rexel or ITD. 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:
The funds required to effect the acquisition referred to in Item 4 below
initially will be supplied from Rexel's lines of credit, commercial paper
program, bridge loans and/or general corporate funds and subsequently are
expected to be refinanced, in whole or in part, through French capital markets.
ITEM 4 PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
Rexel has made a proposal to the Board of Directors of the Issuer regarding
an acquisition of all outstanding shares of the Issuer not owned by Rexel or ITD
for $19.50 per share. The proposal is subject to the approval of the Board of
Directors of the Issuer and other conditions customary in transactions of this
type.
ITEM 5 INTEREST IN SECURITIES OF ISSUER.
Items 5(a), (b) and (c) of the Schedule 13D are hereby supplemented as
follows:
Rexel now directly holds 8,524,487 shares of the Common Stock of the
Issuer, equal to approximately 32.74% 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 17.81% 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 13,161,481 shares of the Common Stock of the
Issuer, or approximately 50.55% 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 13,161,481 shares of the Common Stock
of the Issuer, equal to approximately 50.55% 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. 10 is true, complete and correct.
Dated: September 5, 1997
PINAULT-PRINTEMPS REDOUTE S.A.
By:/s/ Serge Weinberg
Name: Serge Weinberg
Title: Chairman & CEO
REXEL S.A.
By:/s/ Alain Redheuil
Name: Alain Redheuil
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 Mauboug
75007 Paris
Citizenship
(Jurisdiction of Organization) French
DIRECTORS AND EXECUTIVE OFFICERS OF ARTEMIS S.A.
Name and Principal
Business Address
Citizenship Position
______________________________________________________________________________
Francois PINAULT Chairman and CEO
c/o Artemis
Citizenship: French
Patricia BARBIZET-DUSSART Managing Director
c/o Artemis
Citizenship: French
Francois-Henri PINAULT Managing Director
c/o Artemis
Citizenship: French
Jean-Louis de ROUX Director
c/o Artemis
Citizenship: French
John J. RIAN III Director
c/o Artemis
Citizenship: American
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 Director
Represented by Michel FRIOCOURT
c/o PPR
Citizenship: French
SOCIETE FINANCIE RE DES GRANDS Director
MAGASINS
Represented by Alain GUILLOT
c/o PPR
Citizenship: French
SOCIETE CAUMASTIN PARTICIPATIONS Director
Represented by Cecile de GUILLEBON
c/o PPR
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF
PINAULT-PRINTEMPS-REDOUTE S.A.
New Head Office : 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
Jean-Claude TATE Director
c/o PPR
Citizenship: French
Philippe VINDRY Director
c/o PPR
Citizenship: French
Alain REDHEUIL Director
c/o PPR
Citizenship: French
BOARD OF SUPERVISORS/ 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
Daniel LEBEGUE Supervisor
c/o PPR
Citizenship: French
Loik LE FLOCH-PRIGENT Supervisor
c/o PPR
Citizenship: French
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
Jean-Yves DURANCE Supervisor
c/o PPR
Citizenship: French
Francois HENROT Supervisor
c/o PPR
Citizenship: French
ADVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A.
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
DIRECTORS AND EXECUTIVE
OFFICERS OF REXEL S.A.
Name and Principal
Business Address
Citizenship Position
______________________________________________________________________
Alain Redheuil Chairman
c/o REXEL
Citizenship: French
Claude SCHOESETTERS Director
c/o REXEL
Citizenship: French
Serge WEINBERG Director
c/o REXEL
Citizenship: French
Patricia BARBIZET Director
c/o REXEL
Citizenship: French
Bernard CLERC Director
c/o REXEL Honorary Chairman
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
Patrice MARTEAU Director
c/o REXEL
Citizenship: French
Marc VALENTINY 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 Director
c/o ITD
Citizenship: American
Alain VIRY Director
c/o ITD
Citizenship: French
