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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
b2bstores.com, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
11776S 10 7
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(CUSIP Number)
Alan Schoenbaum, Esq.
Akin, Gump, Strauss, Hauer & Feld LLP
300 Convent, Suite 1500
San Antonio, Texas, Texas 78207
210-281-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
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Communications)
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May 24, 2000
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(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
[_].
Note: Schedules filed in paper format shall include a
signed original and five copes of the schedule, including all
exhibits. See Rule 13d-7(b) 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 disclosures 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 ("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).
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Richard Kandel
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF & AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
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SOLE VOTING POWER
7
NUMBER OF
1,066,666
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,166,667
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,066,666
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,166,667
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,233,333 (1)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.9%
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TYPE OF REPORTING PERSON
14
IN
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(1) Includes 100,000 shares held by Kandel & Son Profit Sharing Plan, of
which Richard Kandel is the trustee; 66,667 shares held by Mint Corp. of New
York, a company which is 50% owned by Richard Kandel, and 1,000,000 shares held
by Enviro-Clean of America, Inc., a company in which Richard Kandel is Chairman
of the Board, and the majority shareholder. Richard Kandel disclaims beneficial
ownership of these securities except to the extent of his pecuniary interest
therein.
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SCHEDULE 13D AMENDMENT No. 2
This Amendment No. 2 (the "Amendment") amends and supplements the Amendment
No.1 on Schedule 13D (the "Schedule 13D Amendment 1") relating to the shares of
Common Stock, par value $0.01 per share, of b2bstores.com, Inc., a Delaware
Corporation, previously filed by the reporting person. This Amendment is being
filed in order for the reporting person to file individually, rather than with
the group which he previously filed with. The other members of the group filed
an amendment to their 13-D on March 24, 2000 in light of changing circumstances
at the Company.
Except as specifically provided herein, this Amendment does not modify any
of the information previously reported on the Schedule 13D Amendment 1.
Item 4. Purpose of the Transaction.
0n March 24, 2000, Enviro-Clean of America, Inc. ("Enviro-Clean"), Randall
Davis, Steven Etra, Gary Granoff and Mark Rice filed an Amendment to their 13-D
in which Enviro-Clean disclosed its intention to ask the b2bstores.com board of
directors to appoint a representative of Enviro-Clean to the b2bstores.com board
to represent the shareholders of Enviro-Clean in connection with recent
announcements by b2bstores.com. Enviro-Clean also disclosed that it would
encourage the b2bstores.com board to give full consideration to any and all
strategic alternatives that Enviro-Clean believes might be presented for the
purpose of enhancing shareholder value.
The reporting person, Richard Kandel, Chairman of Enviro-Clean and
b2bstores.com did not participate in any discussion on the board of Enviro-Clean
as it related to its investment in b2bstores.com. Mr. Kandel's position as a
director, officer and shareholder of each Enviro-Clean and b2bstores.com could
have created or appeared to create potential conflicts of interest when faced
with decisions that could have different implications for the Enviro-Clean and
b2bstores.com. Mr. Kandel has refrained and will continue to refrain from
participating in any decision or other action as a director or officer of either
company if it presents such a conflict of interest. For that purpose, Mr. Kandel
has filed this 13-D separately from the above-mentioned group.
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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.
Date: August 29, 2000
/s/ Richard Kandel
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Richard Kandel
