SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Coast Distribution Systems
(Name of issuer)
Common Stock, without par value
(Title of class of securities)
190345108
(CUSIP Number)
Martin S. Wagner
Assistant Secretary
Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, Connecticut 06904-1600
(203) 968-3000
(Name, address and telephone number of person
authorized to receive notices and communications)
August 15, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on 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 this statement. /X/
(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.
- --------------------
/1/ 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 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).
(Page 1 of 7)
CUSIP No. 190345108
______________________________________________________________________________
(1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
Xerox Corporation I.R.S. Identification Number 16-0468020
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / / (b) /X/
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
(see Item 3)
______________________________________________________________________________
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
______________________________________________________________________________
(7) SOLE VOTING POWER 403,914
NUMBER OF SHARES __________________________________________________________
BENEFICIALLY
OWNED BY EACH (8) SHARED VOTING POWER 0
REPORTING __________________________________________________________
PERSON WITH
(9) SOLE DISPOSITIVE POWER 403,914
__________________________________________________________
(10) SHARED DISPOSITIVE POWER 0
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,914
______________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) / /
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
______________________________________________________________________________
(Page 2 of 7)
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, without par value (the "Common Stock"), of The
Coast Distribution System, a California corporation (the "Issuer"), with its
principal executive offices located at 1982 Zanker Road, San Jose, California
95112.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Xerox Corporation, a New
York corporation ("Xerox"), with its principal executive offices located at
P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut 06904-1600. Xerox
is The Document Company and a leader in the global document market, providing
document services that enhance productivity.
Set forth below is the name of each director of Xerox, the present
principal occupation of such director and the business address of such
director. The name of the organization in which the present principal
occupation of each director is conducted appears in the business address of
such director set forth next to such director's present principal occupation.
Unless otherwise noted, the address below is that of the organization in which
each director's present principal occupation is conducted, which is also the
business address of such director.
<TABLE>
<CAPTION>
PRESENT
DIRECTOR'S NAME PRINCIPAL OCCUPATION ADDRESS
- --------------- ------------------------ -------
<S> <C> <C>
Paul A. Allaire Chairman of the Board Xerox Corporation
and Chief Executive 800 Long Ridge Road
Officer, Chairman of P.O. Box 1600
the Executive Committee Stamford, CT 06904-1600
B.R. Inman Investor Suite 500
701 Brazos Street
Austin, TX 78701
(mailing address)
Antonia Ax:son Chairman Axel Johnson AB
Johnson P.O. Box 26008 - Villagatan
Stockholm S-100 41, Sweden
Vernon E. Partner Akin, Gump, Strauss, Hauer &
Jordan, Jr. Feld, L.L.P.
1333 New Hampshire Ave, N.W.
Suite 400
Washington, D.C. 20036
Yotaro Kobayashi Chairman and Chief Fuji Xerox Co., Ltd.
Executive Officer 2-17-22 Akasaka, Minato-ku
Tokyo 107, Japan
(Page 3 of 7)
Hilmar Kopper Spokesman of the Board Deutsche Bank AG
of Managing Directors Taunusanlage 12
Frankfurt 60262, Germany
Ralph S. Larsen Chairman and Chief Johnson & Johnson
Executive Officer One Johnson & Johnson Plaza
New Brunswick, NJ 08933
John D. Macomber Principal JDM Investment Group
2806 N Street, N.W.
Washington, D.C. 20007
George J. Special Counsel Verner, Liipfert, Bernhard,
Mitchell McPherson and Hand, Chartered
901 15th Street, N.W.,
Suite 700
Wahington, D.C. 20005
N.J. Nicholas, Investor 15 West 53rd Street, #34F
Jr. New York, NY 10019
(mailing address)
John E. Pepper Chairman of the Board and Procter & Gamble Company
Chief Executive Officer One Procter & Gamble Plaza
Cincinnati, OH 45202
Martha R. Seger Distinguished Visiting Martha R. Seger Financial Group,
Professor of Finance, Inc.
Central Michigan 220 Park Avenue
University Birmingham, MI 48009
(mailing address)
Thomas C. Partner, William Blair William Blair Venture Partners
Theobald Capital Management Suite 3300
222 West Adams Street
Chicago, IL 60606-5312
(mailing address)
</TABLE>
Each of the directors named above (other than Antonia Ax:son Johnson,
Yotaro Kobayashi and Hilmar Kopper) is a United States citizen. Antonia
Ax:son Johnson is a citizen of Sweden, Yotaro Kobayashi a citizen of Japan,
and Hilmar Kopper a citizen of Germany.
Set forth below is the name and title of each executive officer of Xerox:
<TABLE>
<CAPTION>
OFFICER'S NAME TITLE
- -------------- -----
<S> <C>
Paul A. Allaire Chairman of the Board and Chief Executive Officer,
Chairman of the Executive Committee of the Board
William F. Buehler Executive Vice President and Chief Staff Officer
A. Barry Rand Executive Vice President
Barry D. Romeril Executive Vice President and Chief Financial Officer
Stuart B. Ross Executive Vice President
(Page 4 of 7)
Allan E. Dugan Senior Vice President
John A. Lopiano Senior Vice President
Julius L. Marcus Senior Vice President
Mark B. Myers Senior Vice President
David R. Myerscough Senior Vice President
Richard S. Paul Senior Vice President and General Counsel
Brian E. Stern Senior Vice President
Patricia C. Barron Vice President
Richard S. Barton Vice President
John Seely Brown Vice President and Chief Scientist
Ronald B. Campbell, Jr. Vice President
David T. Erwin Vice President
J. Michael Farren Vice President
Eunice M. Filter Vice President, Treasurer and Secretary
Phillip D. Fishbach Vice President and Controller
Anshoo S. Gupta Vice President
Maurice F. Holmes Vice President
Charles P. Holt Vice President
James H. Lesko Vice President
Roger E. Levien Vice President
Patrick J. Martin Vice President
Alan R. Monahan Vice President
Hector J. Motroni Vice President
Anne M. Mulcahy Vice President
Colin J. O'Brien Vice President
Russell Y. Okasako Vice President
Carlos Pascual Vice President
Norman E. Rickard, Jr. Vice President
Ronald E. Rider Vice President
Patricia M. Wallington Vice President
</TABLE>
The organization in which the present principal occupation of each of the
executive officers named above is conducted is Xerox, the principal executive
offices of which are located at P.O. Box 1600, 800 Long Ridge Road, Stamford,
Connecticut 06904-1600. Each of the officers named above (other than Barry D.
Romeril and Carlos Pascual) is a United States citizen. Barry D. Romeril is a
citizen of Great Britain, and Carlos Pascual is a citizen of Spain.
During the past five years, neither Xerox nor, to its knowledge, any of
its directors or executive officers named in this Item 2 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 or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(Page 5 of 7)
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Prior to the Distribution Date (as defined below), the 403,914 shares of
Common Stock to which this Schedule 13D relates, in addition to other
securities and assets, were owned by Furman Selz Merchant Partners LP, a
Delaware limited partership (the "Partnership"), of which Furman Selz Merchant
Capital Corp., a Delaware corporation, was the general partner, and XFS
Merchant Partner, Inc., a Delaware corporation ("Merchant Partner"), was one
of the limited partners. Merchant Partner is a wholly-owned subsidiary of
Xerox Financial Services, Inc. ("XFSI"), a Delaware corporation, which is a
wholly-owned subsidiary of Xerox. Such shares of Common Stock had been held
by the Partnership in excess of five years and, to Xerox' knowledge, had been
held by the Partnership at all times for investment purposes only. The
Partnership had acquired such shares over time at an average cost of $5.70 per
share.
Effective as of August 15, 1996 (the "Distribution Date"), the Partnership
was dissolved and, in connection with such dissolution, it made a final
distribution of its assets to its general and limited partners. As of the
Distribution Date, shares of Common Stock constituted the sole remaining asset
of the Partnership. Immediately upon receipt of the 403,914 shares of Common
Stock pursuant to such distribution, Merchant Partner dividended all such
shares to XFSI, which in turn dividended them to Xerox. Thus, Xerox has
become the beneficial owner of 403,914 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
As set forth in Item 3 above, Xerox acquired the 403,914 shares of Common
Stock to which this Schedule 13D relates directly as a dividend in kind, and
indirectly as a final distribution of assets of the Partnership. The
acquisition of such shares has been for investment purposes only and not with
a view to controlling the Issuer or directing its policies. Xerox does not
presently intend to have a long-term ownership of such shares. Xerox may from
time to time dispose of all or a portion of such shares in the open market,
privately negotiated transactions or otherwise, depending upon market
conditions and other relevant considerations.
Except as set forth in this Item 4, Xerox does not have any plans or
proposals which relate to or would result in any of the actions described in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The responses to paragraphs (a), (b) and (c) of this Item 5 below with
respect to the directors and executive officers named in Item 2 are based upon
Xerox' information and belief and are subject to change pending its receipt of
questionnaires from such individuals indicating a differenct response. Upon
receipt of such questionnaires indicating a different response, Xerox will
promptly file an amendment to this Schedule 13D.
(Page 6 of 7)
(a) As stated in Item 3 above, Xerox beneficially owns an aggregate of
403,914 shares of Common Stock. Based on a total of 5,207,923 shares of
Common Stock outstanding as of July 29, 1996, as disclosed in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, Xerox'
beneficial ownership represents approximately 7.8% of the total issued and
outstanding shares of Common Stock as of such date.
Based on Xerox' information and belief, none of its directors and
executive officers named in Item 2 hereof beneficially owns any shares of
Common Stock.
(b) Xerox has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of all 403,914 shares of Common Stock.
Based on Xerox' information and belief, none of its directors and executive
officers named in Item 2 above has either sole or shared power to vote or to
direct the vote or to dispose or direct the disposition of any shares of
Common Stock.
(c) Except as otherwise set forth in Item 3 above, neither Xerox nor,
based on Xerox' information and belief, any of its directors and executive
officers named in Item 2 above has effected any transaction in shares of
Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As stated in Item 3 above, as part of the final distribution upon its
dissolution, the Partnership distributed 403,914 shares of Common Stock to
Merchant Partner, which immediately upon receipt thereof dividended all such
shares to XFSI, its sole shareholder, which in turn dividended all such shares
to Xerox, XFSI's sole shareholder.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 23, 1996 XEROX CORPORATION
By: /s/ Martin S. Wagner
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Assistant Secretary
(Page 7 of 7)
