SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
REPUBLIC AUTOMOTIVE PARTS, INC.
(NAME OF ISSUER)
COMMON STOCK $.50 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
76028010
(CUSIP NUMBER)
M. DEWEY MORRIS, JR.
500 WILSON PIKE CIRCLE, SUITE 109
BRENTWOOD, TN 37207
(615) 373-2050
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
JANUARY 10, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF 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 [ ].
CUSIP No. 76028010
1) Name of Reporting Person M. Dewey Morris, Jr.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON ###-##-####
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS NOT APPLICABLE
5) Check if Disclosure of Legal Proceedings is Required Pursuant
TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION MR. MORRIS IS A CITIZEN
OF THE UNITED STATES OF AMERICA.
Number of Shares (7) SOLE VOTING POWER 158,120
Shares Beneficially (8) SHARED VOTING POWER -0-
Owned By Each Re- (9) SOLE DISPOSITIVE POWER 158,120
PORTING PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,120
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14) TYPE OF REPORTING PERSON IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Pursuant to Rule 13d-2(c) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the undersigned hereby amends
and restates the entire text of the Schedule 13D, originally filed on his
behalf on February 7, 1994, relating to the common stock, $.50 par value
(the "Shares") of Republic Automotive Parts, Inc., a Delaware corporation
(the "Company"). The address of the principal offices of the Company is
500 Wilson Pike Circle, Suite 115, Brentwood, Tennessee 37027.
ITEM 2. IDENTITY AND BACKGROUND.
(a) M. Dewey Morris, Jr.
(b) 500 Wilson Pike Circle, Suite 109, Brentwood, Tennessee 37027.
(c) Mr. Morris presently is President of Fenders & More, Inc., a
Tennessee corporation, whose principal office is located at 500
Wilson Pike Circle, Suite 109, Brentwood, Tennessee, 37027. On
January 28, 1994, Fenders & More, Inc., through a merger with a
wholly-owned subsidiary of the Company, became a wholly-owned
subsidiary of the Company.
(d) Mr. Morris, during the past five (5) years, has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Mr. Morris, during the past five (5) years, has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is 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.
(f) Mr. Morris is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares beneficially owned by Mr. Morris were acquired by him when
the Company acquired Fenders & More, Inc. on January 28, 1994, and when he
received options to purchase Shares on December 15, 1994, December 14,
1995, and December 12, 1996. On January 28, 1994, Mr. Morris surrendered
the 880 shares that he owned in Fenders & More, Inc. in exchange for
186,120 Shares. On each of December 15, 1994, December 14, 1995, and
December 12, 1996, Mr. Morris received 5,000 options to purchase Shares
(15,000 total options) pursuant to the Republic Automotive Parts, Inc.
Stock Compensation Plan. (Please see Exhibit 4) Please see Item 5 of this
amended and restated Schedule 13D regarding two sales transactions
rendering Mr. Morris the owner of less than 5% of the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares beneficially owned by Mr. Morris were acquired by him for
investment purposes when the Company acquired Fenders & More, Inc. on
January 28, 1994, and when he received options to purchase Shares on
December 15, 1994, December 14, 1995, and December 12, 1996. Please see
Item 5 of this amended and restated Schedule 13D regarding two sales
transactions rendering Mr. Morris the owner of less than 5% of the Shares.
Mr. Morris has no plans which relate to a change in management or otherwise
relating to the Company's board of directors, any change in the Company's
corporate structure or any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D. Mr. Morris, from time to time, may purchase
additional Shares, directly or through the exercise of stock options or
warrants, for investment purposes or otherwise or may sell such Shares.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Shares beneficially owned by Mr. Morris total 158,120 Shares
as of January 10, 1997. Such Shares represent 4.7% of the Company's
outstanding Shares. The Company has informed Mr. Morris that, as of
January 28, 1997, 3,387,818 Shares were outstanding.
(b) Mr. Morris has sole power to control the vote and disposition of
the securities named in paragraph a.
(c) On January 7, 1997, Mr. Morris sold 5,000 Shares at $16.50 per
share through his broker at Smith Barney, Harris Upham & Co., Incorporated
in New York.
On January 10, 1997, Mr. Morris sold 28,000 Shares at $16.38 per
share through his broker at Smith Barney, Harris Upham & Co., Incorporated
in New York.
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Mr. Morris ceased to be the beneficial owner of more than 5% of
the Shares on January 10, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) between Mr. Morris and any person with respect to any
securities of the Company, including, without limitation, the transfer or
voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guaranties of profits, division of
profits or loss, or the giving or withholding of proxies, with the
exception of the following:
(i) The Agreement of Merger and Reorganization dated as of
January 28, 1994, among Fenders & More, Inc., Mr. Morris, the
Company and FM Merger Corp (the "Merger Agreement") provides, in
Exhibit 6.4 thereof, certain registration rights to Mr. Morris.
FOR A COMPLETE DESCRIPTION OF THE MERGER AGREEMENT, REFERENCE IS
MADE TO THE MERGER AGREEMENT, A COPY OF WHICH IS INCORPORATED BY
REFERENCE AS EXHIBIT 1 TO THIS SCHEDULE 13D.
(ii) A Stockholder Agreement between Mr. Morris and the
Company dated as of January 28, 1994 (the "Stockholder
Agreement"), entered into in connection with the Merger
Agreement, places certain restrictions on Mr. Morris' right to
sell and/or acquire voting securities of the Company for a period
of two (2) years and restrictions on certain defined acts or
activities involving voting securities of the Company for a
period of five (5) years. FOR A COMPLETE DESCRIPTION OF THE
STOCKHOLDER AGREEMENT, REFERENCE IS MADE TO THE STOCKHOLDER
AGREEMENT, A COPY OF WHICH IS INCORPORATED BY REFERENCE AS
EXHIBIT 2 TO THIS SCHEDULE 13D.
(iii) Pursuant to an Indemnity and Pledge Agreement between
Mr. Morris and the Company dated as of January 28, 1994 (the
"Indemnity Agreement"), entered into in connection with the
Merger Agreement, eighty thousand (80,000) Shares owned by Mr.
Morris are pledged to the Company to secure certain of Mr.
Morris' obligations to indemnify the Company under the Merger
Agreement. FOR A COMPLETE DESCRIPTION OF THE INDEMNITY
AGREEMENT, REFERENCE IS MADE TO THE INDEMNITY AGREEMENT, A COPY
OF WHICH IS INCORPORATED BY REFERENCE AS EXHIBIT 3 TO THIS
SCHEDULE 13D.
<PAGE>
(iv) On each of December 15, 1994, December 14, 1995, and
December 12, 1996, Mr. Morris received 5,000 options to purchase
Shares pursuant to the Republic Automotive Parts, Inc. Stock
Compensation Plan (the "Stock Compensation Plan"). FOR A COMPLETE
DESCRIPTION OF THE STOCK COMPENSATION PLAN, REFERENCE IS MADE TO THE
STOCK COMPENSATION PLAN, A COPY OF WHICH IS INCORPORATED BY REFERENCE
AS EXHIBIT 4 TO THIS SCHEDULE 13D.
Except as provided in the Indemnity Agreement, no Shares owned by Mr.
Morris are pledged or otherwise subject to any contingency.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Rule 13d-2(c) states that previously filed paper exhibits need not be
restated electronically. For convenience, the following documents are
filed as part of this Schedule 13D:
(1) Agreement of Merger and Reorganization dated as of January 28,
1994, among Fenders & More, Inc., M. Dewey Morris, Jr., the
Company, and FM Merger Corp, filed as Exhibit 1 to the Company's
Current Report on Form 8-K dated January 28, 1994, and
incorporated herein by this reference.
(2) Stockholder Agreement dated as of January 28, 1994, between the
Company and M. Dewey Morris, Jr., filed as Exhibit 3 to the
Company's Current Report on Form 8-K dated January 28, 1994, and
incorporated herein by this reference.
(3) Indemnity and Pledge Agreement dated as of January 28, 1994,
among the Company, Fenders & More, Inc. and M. Dewey Morris, Jr.,
filed as Exhibit 2 to the Company's Current Report on Form 8-K
dated January 28, 1994, and incorporated herein by this
reference.
(4) Stock Compensation Plan filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 dated June 8, 1990, and
incorporated herein by this reference.
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.
2/4/97 /S/M. Dewey Morris, Jr.
Date M. Dewey Morris, Jr.
Name/Title
