UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response: 14.90
--------------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)(*)
E&B Marine, Inc.
- --------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------
(Title of Class of Securities)
268215-10-0
--------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing 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.)
(*)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 in 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).
Page 1 of 4 pages<PAGE>
<PAGE>
CUSIP No. 268215-10-0 13G Page 2 of 4 Pages
- --------------------- -----------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees of General Electric Pension Trust (I.R.S. No. 14-6015763)
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*)
Not applicable (a) / /
(b) / /
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
- ----------------------------------------------------------------------------
5 SOLE VOTING POWER
395,944
NUMBER OF -------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 395,944
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,944
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(*)
/ /
- ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
- ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON(*)
EP
- ----------------------------------------------------------------------------
(*)SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages<PAGE>
<PAGE>
This Amendment No. 2 to the Schedule 13G (the "Schedule 13G")
of the Trustees of General Electric Pension Trust, a trust organized
under the laws of New York State ("GEPT"), dated February 12, 1992
in respect of shares of Common Stock, par value $0.001 per share,
of E&B Marine, Inc. (the "Issuer"), amends the Schedule 13G as
indicated below.
Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule 13G.
Item 1. Address of Issuer's Principal Executive Offices:
-----------------------------------------------
Paragraph (b) of Item 1 is hereby amended to read
in its entirety as follows:
201 Meadow Road
Edison, New Jersey 08818
Item 4. Ownership.
---------
Paragraph (a) of Item 4 is hereby amended to read
in its entirety as follows:
(a) Amount Beneficially Owned: 395,944 shares
Paragraph (b) of Item 4 is hereby amended to read
in its entirety as follows:
(b) Percent of Class: 10.3%
Paragraph (c) of Item 4 is hereby amended to read
in its entirety as follows:
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
395,944 shares
(ii) shared power to vote or to direct the vote:
0 shares
(iii) sole power to dispose or to direct the
disposition of: 395,944 shares
(iv) shared power to dispose or to direct the
disposition of: 0 shares
Page 3 of 4 pages<PAGE>
<PAGE>
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.
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
______________________
Alan M. Lewis, Trustee
Dated: February 12, 1996
Page 4 of 4 pages
<PAGE>
ATTACHMENT
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response: 14.90
--------------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )(*)
E&B Marine, Inc.
- --------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------
(Title of Class of Securities)
268215-10-0
--------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/.
(A fee is not required only if the filing 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.)
(*)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 in 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).
Page 1 of 6 pages<PAGE>
<PAGE>
CUSIP No. 928551100 13G Page 2 of 6 Pages
- ------------------- -----------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trustees of General Electric Pension Trust (I.R.S. No. 14-6015763)
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*)
Not applicable (a) / /
(b) / /
- ----------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
- ----------------------------------------------------------------------------
5 SOLE VOTING POWER
2,066,787
NUMBER OF -------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,066,787
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,787
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(*)
/ /
- ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.5%
- ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON(*)
EP
- ----------------------------------------------------------------------------
(*)SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages<PAGE>
<PAGE>
Item 1(a) Name of Issuer: E&B Marine, Inc.
--------------
Item 1(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
980 Gladys Court Edison, NJ 08817
Item 2(a) Name of Person Filing:
---------------------
Trustees of General Electric Pension Trust ("GEPT")
(See Schedule I)
Item 2(b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
The address of the principal office of GEPT is 3003 Summer Street,
Stamford, Connecticut 06904
Item 2(c) Citizenship: New York State
-----------
Item 2(d) Title of Class of Securities: Common Stock
----------------------------
Item 2(e) CUSIP Number: 268215-10-0
------------
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
-----------------------------------------------------
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act of 1940
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940.
(f) [X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)91)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Page 3 of 6 pages<PAGE>
<PAGE>
Item 4. Ownership.
---------
(a) Amount Beneficially Owned: As of December 31, 1991,
GEPT is deemed to be the beneficial owner of 2,066,787
shares of Common Stock, which includes 1,521,129 shares
of Common Stock currently owned and 545,658 shares of
Common Stock issuable upon exercise of Warrants.
(b) Percent of Class: Such 2,066,787 shares of Common
Stock represent approximately 13.5% of the outstanding
Common Stock.
(c) Number of shares as to which such person has:
--------------------------------------------
(i) sole power to vote or to direct the
vote 2,066,787
(ii) shared power to vote or to direct
the vote 0
(iii) sole power to dispose or to direct the
disposition of 2,066,787
(iv) shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
-------------------------------------------------------------
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable.
Item 9. Notice of Dissolution of Group.
------------------------------
Not Applicable.
Item 10. Certification.
-------------
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Page 4 of 6 pages<PAGE>
<PAGE>
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.
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
______________________________________
Alan M. Lewis, Trustee
Dated: February 12, 1992
Page 5 of 6 pages<PAGE>
<PAGE>
SCHEDULE I
TRUSTEES OF
GENERAL ELECTRIC PENSION TRUST
3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904
The names of the Trustees of General Electric Pension Trust
are as follows:
DALE F. FREY
ARTHUR S. BAHR
EUGENE K. BOLTON
MICHAEL J. COSGROVE
ALAN M. LEWIS
JOHN H. MYERS
JOEL R. WILSON
Page 6 of 6 pages
