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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. 1)
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
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(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)
June 17, 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 [ ]. (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 6 PAGES.
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SCHEDULE 13D
CUSIP NO. 268215 20 9 PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West Marine, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
1,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
14 TYPE OF REPORTING PERSON
CO
*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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SCHEDULE 13D
CUSIP NO. 268215 20 9 PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Randolph K. Repass
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,000
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
1,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
14 TYPE OF REPORTING PERSON
IN
*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 6 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.
West Marine, Inc., a Delaware corporation ("West Marine"), and Randolph K.
Repass ("Repass") hereby amend the single joint statement on Schedule 13D filed
with the Securities and Exchange Commission on April 12, 1996 (the "Original
Statement"), which statement related to the Common Stock, par value $.001 per
share (the "Shares"), of E&B Marine Inc., a Delaware corporation (the "Issuer"),
to add the following to Items 3 and 5 thereof:
Item 3. Source and Amount of Funds.
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Pursuant to the Agreement and Plan of Merger (the "Plan of Merger"), dated
as of April 2, 1996, by and among West Marine, WM Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of West Marine ("Merger Sub"), and the
Issuer, at 5:30 p.m., Delaware time, on June 17, 1996 (the "Effective Time"),
Merger Sub was merged (the "Merger") with and into the Issuer. The Issuer was
the surviving corporation (the "Surviving Corporation") of the Merger and
thereby became a wholly-owned subsidiary of West Marine. Each Share (other than
treasury Shares and Shares held by West Marine or any subsidiary of West Marine
or the Issuer) outstanding at the Effective Time was converted into the right to
receive 0.15157 of a share of Common Stock, par value $0.001 per share, of West
Marine ("West Marine Common Stock"), with cash to be issued in lieu of
fractional shares of West Marine Common Stock equal to $69 multiplied by the
fraction of a share of West Marine Common Stock that would otherwise have been
issued. Each of the 1,000 shares of Common Stock, par value $0.001 per share,
of Merger Sub outstanding immediately prior to the Effective Time was converted
at the Effective Time into Shares of the Surviving Corporation. A copy of the
Plan of Merger was filed as Exhibit B to the Original Statement.
In connection with the consummation of the Merger, the Stockholders
Agreement, dated as of April 2, 1996 (the "Stockholders Agreement"), by and
among West Marine and certain stockholders of the Issuer holding a majority of
the Issuer's outstanding Shares (the "Majority Stockholders"), has terminated,
other than with respect to, among other things, certain non-competition and non-
solicitation provisions thereof and certain provisions relating to fees and
expenses to be paid in connection with terminations of the Stockholders
Agreement. A copy of the Stockholders Agreement was filed as Exhibit C to the
Original Statement.
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Page 5 of 6 Pages
Item 5. Interest in Securities of the Issuer.
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(a) The total number of Shares which each of West Marine and Repass
beneficially owns for purposes of Rule 13d-3 is 1,000 or 100.0% of the
outstanding Shares.
(b) West Marine has directly (and Repass has, due to his beneficial
ownership of approximately 47.3% of West Marine Common Stock, indirectly) shared
power to vote or to direct the vote of, and shared power to dispose or to direct
the disposition of, all of the outstanding Shares.
(c) Except as described above and in the Original Statement, neither West
Marine, Repass nor any other person named in Exhibit A to the Original Statement
owns beneficially any Shares or had effected transactions in Shares during the
60 days preceding the date of this statement.
(d) None.
(e) Not applicable.
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Page 6 of 6 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: June 25, 1996
WEST MARINE, INC.
By: /s/ Randolph K. Repass
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Name: Randolph K. Repass
Title: Chairman of the Board
