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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
E & B Marine Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
268215209
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 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
[ ] . (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: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 268215209
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ X ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
0
8 SHARED VOTING POWER:
0
9 SOLE DISPOSITIVE POWER:
0
10 SHARED DISPOSITIVE POWER:
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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Schedule 13D Amendment No. 2
This statement constitutes Amendment No. 2 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear,
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of E & B
Marine Incorporated (the "Issuer").
Item 3: Source and Amount of Funds or Other Consideration
The aggregate amount of funds used in making the purchases of 34,875
shares of Common Stock of the Issuer referred to in Item 5(c) hereof
was approximately $359,254.00.
Item 5: Interest in Securities of the Issuer (as of 6/17/96)
(a) The responses of Bear Stearns to Rows (11) through (13) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors
beneficially own any Common Stock of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its first amended filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock of the
Issuer. Information concerning transactions in the Common Stock
effected by Bear Stearns is set forth on Appendix I.
(d) Not Applicable.
(e) On June 17, 1996, West Marine, Inc. announced it had completed its
acquisition of E & B Marine Inc. Pursuant to the merger agreement,
each common share of E & B Marine converts into the right to receive
.15157 common shares of West Marine, Inc. Accordingly, Bear Stearns
ceased to be the beneficial owner of more than five percent of the
Common Stock of the Issuer on June 17, 1996.
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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.
Dated: BEAR, STEARNS & CO. INC.
By: /s/
Barry Cohen
Senior Managing Director
APPENDIX I Page 5
BEAR, STEARNS & CO. INC.
E & B Marine Inc.
Trading from 5/24/96 through 6/17/96
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
6/17/96 269,137 E & B Marine Inc. Converted
6/13/96 3,000 E & B Marine Inc. 10.1250 30375.00
6/12/96 8,500 E & B Marine Inc. 10.2500 87125.00
6/7/96 -3,000 E & B Marine Inc. 10.6250 -31875.00
6/6/96 1,000 E & B Marine Inc. 10.3125 10312.50
6/5/96 1,600 E & B Marine Inc. 10.1250 16200.00
6/5/96 2,250 E & B Marine Inc. 10.1250 22781.25
6/4/96 100 E & B Marine Inc. 10.2500 1025.00
6/4/96 75 E & B Marine Inc. 10.2500 768.75
6/3/96 100 E & B Marine Inc. 10.5000 1050.00
6/3/96 4,500 E & B Marine Inc. 10.5000 47250.00
5/30/96 5,000 E & B Marine Inc. 10.2500 51250.00
5/29/96 250 E & B Marine Inc. 10.3750 2593.75
5/29/96 2,000 E & B Marine Inc. 10.2500 20500.00
5/28/96 3,500 E & B Marine Inc. 10.6250 37187.50
5/28/96 -1,000 E & B Marine Inc. 10.8750 -10875.00
5/28/96 -1,500 E & B Marine Inc. 11.1250 -16687.50
5/24/96 3,000 E & B Marine Inc. 10.6250 31875.00
APPENDIX I Page 6
BEAR, STEARNS & CO. INC.
(Various Discretionary Accounts)
(Aggregate Transactions)
E & B Marine Inc.
Trading from 5/24/96 through 6/17/96
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
6/17/96 38,000 E & B Marine Inc. Converted
