SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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. FINANCIE
RE 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:
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. / / 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. /X/ 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. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-
3 (as amended by Amendment No. 1 and this Amendment No. 2, 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 expiration
of the Offer for the Shares of the Company by ITD. Parent has been informed
that as of midnight on November 20, 1997 11,644,090 Shares were validly tendered
and not properly withdrawn.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule 13E-3 is hereby supplemented as follows:
The Offer expired at midnight, New York City time on November 20, 1997.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
Item 10 of the Schedule 13E-3 is hereby supplemented as follows:
(a)-(b) As a result of purchases pursuant to the Offer (11,644,090) 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 24,805,571 Shares of the Company, representing approximately
93.0% of the outstanding Shares and ITD beneficially owns 16,291,548 Shares of
the Company, representing 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); 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)(16) Press release issued by the Company on November 17, 1997.
99.(d)(17) Press release issued in New York by Rexel S.A. on November 21,
1997.
99.(d)(18) Press release issued in Paris by Rexel S.A. on November 21, 1997
(English language translation).
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 21, 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)(16) Press release issued by the Company on November 17, 1997.
99.(d)(17) Press release issued in New York by Rexel S.A. on November 21,
1997.
99.(d)(18) Press release issued in Paris by Rexel S.A. on November 21, 1997
(English language translation).
P O W E R O F A T T O R N E Y
The undersigned, Francois PINAULT, a resident of the Republic of France,
hereby appoints Emmanuel CUEFF as its agent and attorney-in-fact to execute and
file with the United States Securities and Exchange Commission any and all
amendments to Schedule 13D, Schedule 13E-3 and Schedule 14D-1 in connection with
the tender offer for the shares of Rexel, Inc. and the subsequent merger of
International Technical Distributors, Inc. (or a subsidiary thereof) with and
into Rexel, Inc.
The undersigned hereby agrees that any and all actions so effected by said
attorney-in-fact in the undersigned's name shall be binding upon the
undersigned, and the undersigned hereby ratifies and confirms all that said
attorney-in-fact shall lawfully do or cause to be done by virtue thereof.
/s/ Francois PINAULT
__________________________
Francois PINAULT
12 November, 1997
P O W E R O F A T T O R N E Y
The undersigned, S.C.A. Financiere Pinault, a French company, hereby
appoints Emmanuel CUEFF as its agent and attorney-in-fact to execute and file
with the United States Securities and Exchange Commission any and all amendments
to Schedule 13D, Schedule 13E-3 and Schedule 14D-1 in connection with the tender
offer for the shares of Rexel, Inc. and the subsequent merger of International
Technical Distributors, Inc. (or a subsidiary thereof) with and into Rexel, Inc.
The undersigned hereby agrees that any and all actions so effected by said
attorney-in-fact in the undersigned's name shall be binding upon the
undersigned, and the undersigned hereby ratifies and confirms all that said
attorney-in-fact shall lawfully do or cause to be done by virtue thereof.
S.C.A. Financiere Pinault
/s/ Francois PINAULT
By:__________________________
Francois PINAULT
Managing General Partner
12 November, 1997
EXHIBIT 99.(d)(16)
[logo]
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. COMPLETES ACQUISITION OF
TWO WEST COAST ELECTRICAL DISTRIBUTORS
CORAL GABLES, FLORIDA - NOVEMBER 17, 1997
Rexel, Inc. (RXL - NYSE) announced today that it had completed the previously
announced acquisitions of Pacific Electrical Supply, Inc., based in San Leandro,
California, and Taylor Electric Supply, Inc., based in Portland, Oregon, in
separate transactions for total consideration of approximately $40 million in
cash. Pacific Electrical, a distributor of electrical parts and supplies
through a network of ten branches located in California and Nevada, had sales of
approximately $90,000,000 for its fiscal year ended October 31, 1996. Taylor, a
distributor of electrical parts and supplies with its distribution center
located in Portland, Oregon, had sales of approximately $49,000,000 for its
fiscal year ended December 31, 1996.
On October 20, 1997, the Company announced that, pursuant to a recently executed
merger agreement, its majority stockholder, Rexel S.A. of Paris, France, was
launching a tender offer seeking to purchase all of the outstanding stock of the
Company not beneficially owned by Rexel S.A. at a price of $22.50 per share in
cash. The merger agreement was recommended by a special committee of the
Company's Board of Directors and approved by the Company's directors. The
tender offer commenced on October 23, 1997 and will expire at 12:00 midnight,
New York City time, on November 20, 1997, unless extended. Shareholders may
obtain information pertaining to the tender offer by calling either J.P. Morgan
& Co., the dealer manager, at (800) 292-9848, or MacKenzie Partners, Inc., the
information agent, at (800) 322-2885.
Rexel, Inc. is a major electrical supplies distributor in the United States.
Rexel, S.A. is the majority shareholder of Rexel, Inc. 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.
Exhibit 99.(d)(17)
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: JEANNE CARR (212) 929-5500
REXEL S.A. ANNOUNCES COMPLETION OF TENDER OFFER FOR SHARES OF
COMMON STOCK OF REXEL, INC.
New York, NY -- November 21, 1997 -- Rexel S.A. announced that has
successfully completed its tender offer, through its subsidiary, International
Technical Distributors, Inc. ("ITD"), for the shares of Common Stock of Rexel,
Inc. (NYSE-"RXL"). All of the shares tendered and not properly withdrawn were
purchased upon the expiration of the tender offer which expired last night at
midnight and which will not be extended.
Rexel S.A. has been informed by IBJ Schroder Bank & Trust Company, the
depositary for the tender offer, that, as of the expiration of the tender offer,
11,644,090 shares were tendered, and not properly withdrawn, pursuant to the
tender offer, representing apprxoimately 93% of the outstanding shares of Rexel,
Inc, on a fully diluted basis which ownership is sufficient to ensure the
success of the previously announced merger of ITD and Rexel, Inc. There remains
outstanding 1,254,919 shares of Rexel, Inc. (excluding shares issuable upon
issued but unexercised options) that are not beneficially owned by Rexel S.A.
and which were not validly tendered pursuant to the tender offer. The Rexel,
Inc. shareholders meeting to approve the merger is scheduled to be held on
December 30, 1997; the record date for shareholders entitled to vote at the
meeting is November 25, 1997.
A ruling has been requested from the French fiscal authorities to permit
the Company to transfer its shares of Rexel, Inc. to ITD, tax free; if such
ruling is obtained, ITD will own more than ninety percent of the shares of
Rexel, Inc., thereby permitting the merger to become effective through a "short
form" merger procedure promptly following the receipt of the tax ruling and
without a shareholders meeting of Rexel, Inc. New York law permits a merger of
a ninety percent (or more) owned subsidiary with its parent without action of
the shareholders of the subsidiary.
Rexel, Inc. is a major electrical supplies distributor in the U.S. Rexel
S.A. is the majority shareholder of Rexel, Inc. 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.
# # # # #
Exhibit (d)(18)
[English language translation]
[L O G O]
REXEL'S TENDER OFFER FOR THE MINORITY SHARES OF REXEL, INC. IS A
SUCCESS
Rexel, a subsidiary of Pinault-Printemps-Redoute, announces the success of its
tender offer for the shares of Rexel, Inc. it did not previously own. The
offer, which expired November 20, results in Rexel owning more than 92% of the
shares of Rexel, Inc. This percentage ownership permits Rexel to cause the
remaining shares to be sold at US$22.50 per share, being the same price as the
offer.
The success of this transaction permits Rexel to strengthen its position in the
American market, the most important in the world for the distribution of
electrical supplies, and is part of the worldwide growth strategy being pursued
by the group. This acquisition will have a positive impact on the earnings per
share of Rexel beginning in 1998.
Contact: Sylvie NOQUE - Pinault-Printemps-Redoute
Tel. : 01.44.90.63.76 - Fax : 01.44.90.62.76
