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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
E&B MARINE INC.
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(NAME OF ISSUER)
Common Stock, $001 par value per share
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(TITLE OF CLASS OF SECURITIES)
268215 20 9
----------------------------------------
(CUSIP NUMBER)
RANDOLPH K. REPASS
West Marine, Inc.
500 Westridge Drive
Watsonville, California 95076-4100
(408) 728-7400
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
April 2, 1996
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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 [_].
Check the following box if a fee is being paid with the 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 this 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.
PAGE 1 OF 12 PAGES.
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CUSIP NO. 268215209 13D PAGE 2 OF 12 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Marine, Inc.
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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
00
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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 OR ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,327,745
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,327,745
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
55.3
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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CUSIP NO. 268215209 13D PAGE 3 OF 12 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Randolph K. Repass
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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
00
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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 OR ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,327,745
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,327,745
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
55.3
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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Page 4 of 12 Pages
With respect to each contract, agreement or other document referred to
herein and filed with the Securities and Exchange Commission as an exhibit to
this report, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.
Item 1. Security and Issuer.
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This statement relates to the Common Stock, par value $.001 per share
(the "Shares"), of E&B Marine Inc., a Delaware corporation (the "Issuer"), which
has its principal executive offices at 201 Meadow Road, Edison, New Jersey
08818.
Item 2. Identity and Background.
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This statement is being filed by West Marine, Inc., a Delaware
corporation ("West Marine"), and Randolph K. Repass ("Repass"). West Marine is
primarily engaged in the retail sale of recreational boating supplies and
apparel in the United States through its stores and catalogs which it
distributes several times each year. The principal office of West Marine is
located at 500 Westridge Drive, Watsonville, California 95076-4100.
The name, business or residence address, present occupation or
employment and citizenship of Repass and each of the other executive officers
and directors of West Marine are set forth in Exhibit A hereto and are
incorporated herein by reference.
During the last five years, none of Repass, West Marine or West
Marine's other executive officers and directors has been (a) convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are 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.
Item 3. Source and Amount of Funds.
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On April 2, 1996, West Marine, WM Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of West Marine ("Merger Sub"), and the
Issuer, entered into an Agreement and Plan of Merger ("Plan of Merger"),
pursuant to which, upon the satisfaction of certain conditions, Merger Sub will
be merged at the effective time (the "Effective Time") with and into the Issuer
(the "Merger"), the Issuer will become a wholly-owned subsidiary of West Marine,
and each of the outstanding Shares will be converted into the right to receive a
fraction of a share of West Marine Common Stock, par value $0.001 per share
("West
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Page 5 of 12 Pages
Marine Common Stock"). A copy of the Plan of Merger is filed herewith as
Exhibit B. In addition, also on April 2, 1996, West Marine and certain
stockholders of the Issuer holding a majority of the Issuer's outstanding Shares
(the "Majority Stockholders") entered into a Stockholders Agreement (the
"Stockholders Agreement"), pursuant to which the Majority Stockholders (which
hold in the aggregate approximately 55.3% of the outstanding Shares) have agreed
to vote all of their Shares in favor of the transactions contemplated by the
Plan of Merger and each has granted to West Marine and certain officers of West
Marine, including Repass, an irrevocable proxy and attorney-in-fact (with full
power of substitution) to vote such Shares in accordance therewith. The
acquisition by West Marine of the Issuer and the Issuer's outstanding Shares at
the Effective Time will be in consideration of West Marine Common Stock issued
to holders of Shares at the Effective Time (although no fractional shares will
be issued in the Merger and cash will be paid in lieu thereof). A copy of the
Stockholders Agreement is filed herewith as Exhibit C. See also Item 4 below.
Item 4. Purpose of the Transaction.
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The Plan of Merger provides for the acquisition by West Marine of the
Issuer through the Merger. By reason of the Merger, each of the Shares shall be
converted at the Effective Time into the right to receive a number of shares of
West Marine Common Stock which will be determined by reference to the "Average
Parent Trading Price" of West Marine Common Stock, which is defined in the Plan
of Merger to equal the arithmetic mean of each of the closing sales prices per
share of West Marine Common Stock on the NASDAQ/National Market System for each
of the fifteen most recent days that shares of West Marine Common Stock have
traded thereon ending on the day immediately prior to the Effective Time. If
the Average Parent Trading Price is at least equal to $38.00 but not greater
than $43.875, each holder of Shares of record as of the Effective Time (a
"Stockholder") will receive such fraction of a share of West Marine Common Stock
as is determined by multiplying the number of Shares owned of record by such
Stockholder by $6.65 and dividing the resulting product by the Average Parent
Trading Price; if the Average Parent Trading Price is greater than $43.875, each
Stockholder will receive 0.15157 of a share of West Marine Common Stock for each
Share owned of record by such Stockholder; and if the Average Parent Trading
Price is less than $38.00, each Stockholder will receive 0.17500 of a share of
West Marine Common Stock for each Share owned of record by such Stockholder.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the transaction by the Stockholders of the
Issuer holding a majority of its outstanding Shares and the expiration or early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
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Page 6 of 12 Pages
In order to induce West Marine to enter into the Plan of Merger and to
consummate the Merger, West Marine entered into the Stockholders Agreement with
DLJ Capital Corporation, DLJ Venture Capital Fund II, L.P., Sprout Capital V,
Sprout Growth, L.P., Sprout Growth, Ltd., Kenneth G. Peskin, the Chairman of the
Board and Chief Executive Officer of the Issuer, and his wife Judith Peskin, as
trustee of certain family trusts.
The Stockholders Agreement provides, among other things, that each
Majority Stockholder shall vote (or cause to be voted) the Shares held by such
Stockholder as follows:
1. In favor of the Merger, the execution and delivery by the Issuer
of the Plan of Merger and the approval of the terms thereof and each of the
other actions contemplated by the Plan of Merger;
2. Against any action or agreement that would result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation or agreement of the Issuer under the Plan of Merger or the
Stockholders Agreement; or
3. Against (i) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Issuer and its
subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of
the Issuer or its subsidiaries or a reorganization, recapitalization,
dissolution or liquidation of the Issuer or its subsidiaries; or (iii) any
change in the majority of the board of directors of the Issuer, any material
change in the present capitalization of the Issuer, any amendment to the
Issuer's Restated Certificate of Incorporation, any other material change to the
Issuer's structure or business, or any other action which is intended or could
reasonably be expected, to impede, interfere with, delay, postpone, discourage
or materially adversely affect the contemplated economic benefits to West Marine
of the Merger or the transactions contemplated by the Plan of Merger or the
Stockholders Agreement.
In addition, each Majority Stockholder granted to, and appointed, West
Marine and certain officers of West Marine, including Repass, as each such
Majority Stockholder's irrevocable proxy and attorney-in-fact (with full power
of substitution) to vote the Shares in accordance with the above-described
provisions of the Stockholders Agreement.
The Stockholders Agreement terminates upon, among other things, the
first to occur of the termination of the Plan of Merger in accordance with its
terms or the Effective Time.
Additionally, during the term of the Stockholders Agreement no Majority
Stockholder shall (i) solicit or respond to
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Page 7 of 12 Pages
any inquiry, proposal or offer from any person (other than West Marine, Merger
Sub or any of their affiliates) relating to any direct or indirect business
combination, tender or exchange offer, consolidation, merger, sale of
substantial assets, sale of (or right to sell) shares of capital stock,
recapitalization, liquidation, dissolution or similar transaction involving E&B
Marine, or any other transaction which would reasonably be expected to dilute
materially the benefits of the contemplated transactions to West Marine or its
affiliates, or (ii) sell or otherwise transfer or dispose of such Majority
Stockholder's Shares or any interest therein.
West Marine's purpose for entering into the Stockholders Agreement is
to empower West Marine to vote the Shares set forth in Item 5 below in the
manner specified above.
Item 5. Interest in Securities of the Issuer.
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(a) Under the terms of the Stockholders Agreement, the Majority
Stockholders have agreed to vote or caused to be voted, in the manner specified
in Item 4 above, and have granted irrevocable proxies with respect to, the
2,065,245 Shares owned by them. The total number of Shares which each of West
Marine and Repass beneficially owns for purposes of Rule 13d-3 is 2,327,745 or
approximately 55.3% of the outstanding Shares as of April 2, 1996 (based on the
representation of the Issuer contained in Section 2.3 of the Plan of Merger as
to the number of outstanding Shares).
(b) West Marine has directly (and Repass has, due to his beneficial
ownership of more than a majority of West Marine Common Stock, indirectly)
shared power to vote or to direct the vote of the 2,065,245 Shares subject to
the Stockholders Agreement insofar as West Marine has the power to vote and
direct the vote of such Shares solely with respect to a vote by stockholders of
the Issuers to approve the Merger, the Plan of Merger and the transactions
contemplated thereby, in opposition to any other action which is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone,
discourage or materially adversely affect the contemplated economic benefits to
West Marine of the Merger or the transaction contemplated by the Plan of Merger
or the Stockholders Agreement, or to approve or oppose any of the other matters
discussed in Item 4 above.
(c) Except as described above, neither West Marine, Repass nor any
other person named in Exhibit A hereof owns beneficially any Shares or had
effected transactions in Shares during the 60 days preceding the date of this
statement.
(d) The Stockholders Agreement does not give either West Marine or
Repass any rights to receive dividends on, or any proceeds from the sale of, the
Shares subject to the Stockholders Agreement.
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Page 8 of 12 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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West Marine has retained Montgomery Securities to assist and advise it
on the financial aspects of the Merger with the Issuer, and to render an opinion
to West Marine as to the fairness of the Merger to West Marine and its
stockholders. In consideration for such services, West Marine has agreed to
compensate Montgomery Securities in an amount equal to a certain percentage of
the total consideration paid in connection with the Merger, which amount would
have been approximately $700,000 if based on the closing price of West Marine's
Common Stock on April 2, 1996. West Marine has also agreed to provide
Montgomery Securities with reimbursement against certain expenses and
indemnification against certain liabilities.
Other than as indicated elsewhere in this Statement, neither West
Marine, Repass nor any of the other persons named in Exhibit A hereto is a party
to any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to, the transfer or voting of any of the Issuer's securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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Exhibit A - Persons referenced in Item 2.
Exhibit B - Agreement and Plan of Merger, dated as of April 2, 1996, by and
among West Marine, Inc. ("West Marine"), WM Merger Sub, Inc., and
E&B Marine Inc. (the "Issuer") (incorporated by reference to
Exhibit 2.1 to West Marine's Current Report on Form 8-K dated
April 2, 1996).
Exhibit C - Stockholders Agreement, dated as of April 2, 1996, by and between
West Marine and certain stockholders of the Issuer (incorporated
by reference to Exhibit 2.2 to West Marine's Current Report on
Form 8-K dated April 2, 1996).
Exhibit D - Joint Filing Agreement, dated as of April 11, 1996, between West
Marine and Randolph K. Repass.
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Page 9 of 12 Pages
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 11, 1996
WEST MARINE, INC.
By: /s/ Randolph K. Repass
----------------------------------
Name: Randolph K. Repass
Title: Chairman of the Board
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Page 10 of 12 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
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<S> <C> <C>
Exhibit A - Persons referenced in Item 2.
Exhibit B - Agreement and Plan of Merger dated as of
April 2, 1996, by and among West Marine,
Inc. ("West Marine"), WM Merger Sub,
Inc., and E&B Marine Inc. (the "Issuer")
(incorporated by reference to Exhibit 2.1
to West Marine's Current Report on Form
8-K dated April 2, 1996).
Exhibit C - Stockholders Agreement, dated as of
April 2, 1996, by and between West Marine
and certain stockholders of the Issuer
(incorporated by reference to Exhibit 2.2
to West Marine's Current Report on Form
8-K dated April 2, 1996).
Exhibit D - Joint Filing Agreement, dated as of April
11, 1996, between West Marine and
Randolph Repass.
</TABLE>
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Page 11 of 12 Pages
EXHIBIT A
Set forth below is the information required by Item 2 of Schedule 13D for
each executive officer and director of West Marine, Inc.
<TABLE>
<CAPTION>
Principal Occupation, Name of
Name Employer and Business Address Citizenship
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<S> <C> <C>
Randolph K. Repass Chairman of the Board U.S.
West Marine, Inc.
500 Westridge Drive
Watsonville, CA 95076-4100
Crawford Cole President, Chief Executive Officer U.S.
and Director
West Marine, Inc.
Richard C. Everett Executive Vice President, U.S.
Chief Operating Officer and Director
West Marine, Inc.
John C. Zott Senior Vice President, Finance, U.S.
Chief Financial Officer and
Secretary
West Marine, Inc.
Robert Hebeler Senior Vice President, Merchandise U.S.
West Marine, Inc.
Geoffrey Eisenberg Director of, and consultant to, U.S.
West Marine, Inc.
James P. Curley Director, West Marine, Inc. U.S.
Chief Administrative Officer,
Senior Vice President,
Chief Financial Officer and
Director of
The Gymboree Corporation,
retailer of children's clothing
700 Airport Boulevard
Burlingame, CA 94010
Ronald P. Young Director, West Marine, Inc. U.S.
President of Innovative
Management Services,
a management consulting firm
439 Wellesley
Mill Valley, CA 94941
Walter Scott Director, West Marine, Inc. U.S.
Chairman of Scott, Woolf & Associates,
a management consulting firm
564 Santa Rita
Palo Alto, CA 94301
</TABLE>
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Page 12 of 12 Pages
EXHIBIT D
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Schedule 13D (and any further amendment filed by them) with
respect to the shares of Common Stock, $.001 par value per share, of E&B Marine
Inc., a Delaware corporation.
Dated: April 11, 1996
WEST MARINE, INC.
By: /s/ Randolph K. Repass
-----------------------------------
Name: Randolph K. Repass
Title: Chairman of the Board
/s/ Randolph K. Repass
--------------------------------------
Randolph K. Repass
