UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
REXEL, INC.
(Name of Issuer)
Common Stock
par value $1.00 per share
(Title of Class of Securities)
969207109
(CUSIP Number)
Jean-Francois Carreras, Esq.
Sokolow, Dunaud, Mercadier & Carreras
1211 Avenue of the Americas
New York, NY 10036
(212) 768-5485
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 27, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a 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
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: 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.
*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 disclosure provided in a prior cover page.
The information required on 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).
Exhibit Index: Page N/A
SCHEDULE 13D
AMENDMENT NO. 6
CUSIP NO. 969207109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PINAULT-PRINTEMPS-REDOUTE S.A.
(Foreign entity - No number available)
2 Check the Appropriate Box if a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 11,605,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
11,605,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,605,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*/ /
13 Percent of Class Represented by Amount in Row (11)
45.28%
14 Type of Reporting Person*
CO
__________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
AMENDMENT NO. 6
CUSIP NO. 969207109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
REXEL S.A.
(Foreign entity - No number available)
2 Check the Appropriate Box if a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
OO, BK
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 11,605,581
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
11,605,581
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,605,581
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*/ /
13 Percent of Class Represented by Amount in Row (11)
45.28%
14 Type of Reporting Person*
CO
__________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
AMENDMENT NO. 6
CUSIP NO. 969207109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
64-0740911
2 Check the Appropriate Box if a Member of a Group**
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
FRANCE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,636,994
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Sole Dispositive Power
4,646,994
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,636,994
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*/ /
13 Percent of Class Represented by Amount in Row (11)
18.09%
14 Type of Reporting Person*
CO
__________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 to Schedule 13D (the "Schedule 13D") is filed by
Pinault-Printemps-Redoute S.A. ("PPR"), Rexel S.A. ("Rexel") and
International Technical Distributors, Inc. ("ITD") with respect to the
acquisition on the open market, between August 25 and October 27, 1995 of
296,800 shares of the common stock, par value $1.00 per share (the "Common
Stock"), of Rexel, Inc., formerly known as Willcox & Gibbs, Inc. (the
"Issuer") by Rexel S.A. The amount of Common Stock so acquired constitutes
approximately 1.16% of the issued and outstanding common stock of the Issuer.
Each Reporting Person acknowledges responsibility with respect to the
information provided as to such signatory, but assumes no responsibility with
respect to the information provided as to any other signatory. Capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Schedule 13D.
ITEM 2 IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby supplemented as follows:
Schedule A, which sets forth, with respect to each executive officer and
director of each SFP, Artemis, PPR, SAPRODIS, Rexel, FIDIN and ITD, such
person's name, business address and principal employment, the name and
address of any business corporation or other organization in which such
employment is conducted and such person's citizenship, is hereby amended and
restated as attached hereto.
ITEM 3 SOURCE AND AMOUNT OF FUNDS/OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby supplemented as follows:
Between August 25 and October 27, 1995, Rexel, through a series of open-
market purchases, acquired 296,800 shares of Common Stock of the Issuer.
Rexel paid total cumulative consideration of $3,018,637.50 cash for the
shares of Common Stock of the Issuer so purchased, for an average purchase
price of approximately $10.17 per share. Such purchases were financed by
Rexel's confirmed and unconfirmed banking lines of credit and commercial
paper program.
ITEM 4 PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
Rexel acquired 296,800 additional shares of the Common Stock of the Issuer
purchased between August 25 and October 27, 1995 for investment purposes.
This acquisition results in the beneficial ownership by Rexel of
approximately 45.28% of the Total Voting Power (as such term is defined in
the Investment Agreement) of the Issuer.
ITEM 5 INTEREST IN SECURITIES OF ISSUER.
Items 5(a), (b) and (c) of the Schedule 13D are hereby supplemented as
follows:
As a result of its open-market acquisition between August 25 and October
27, 1995 of 296,800 additional shares of the Common Stock of the Issuer,
Rexel now directly holds 6,968,587 shares of the Common Stock of the Issuer,
equal to approximately 27.19% of the number of shares of Common Stock of the
Issuer currently issued and outstanding. ITD directly holds 4,636,994 shares
of the Common Stock of the Issuer, equal to approximately 18.09% of the
issued and outstanding shares of the Common Stock of the Issuer. PPR, by
virtue of its control of Rexel, and through Rexel, ITD, may be deemed to be
the indirect beneficial owner of 11,605,581 shares of the Common Stock of the
Issuer, or approximately 45.28% of the issued and outstanding Common Stock of
the Issuer. As a result of the relationship among PPR, Rexel and ITD, Rexel
and ITD may be deemed to share power to vote or dispose of the shares of the
Common Stock of the Issuer held directly by each of them with PPR. The
Reporting Persons now collectively beneficially own 11,605,581 shares of the
Common Stock of the Issuer, equal to approximately 45.28% of the number of
shares of the Common Stock of the Issuer currently issued and outstanding.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned hereby certifies that the information set forth in this
Amendment No. 6 is true, complete and correct.
Dated: November 30, 1995
PINAULT-PRINTEMPS REDOUTE S.A.
By: /s/ Serge Weinberg
Name: Serge Weinberg
Title: Chairman & CEO
REXEL S.A.
By: /s/ Serge Weinberg
Name: Serge Weinberg
Title: Chairman & CEO
INTERNATIONAL TECHNICAL
DISTRIBUTORS, INC.
By: /s/ Serge Weinberg
Name: Serge Weinberg
Title: Chairman & CEO
SCHEDULE A
GENERAL PARTNERS OF S.C.A.
FINANCIERE PINAULT
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Francois PINAULT Managing General Partner
4, rue de Tournon
75006 Paris
Citizenship: French
PINAULT TRUSTEE (S.A.R.L.) General Partner
c/o Artemis
Citizenship
(Jurisdiction of Organization) French
DIRECTORS AND EXECUTIVE OFFICERS OF ARTEMIS S.A.
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Francois PINAULT President and CEO
c/o Artemis
Citizenship: French
Patricia BARBIZET-DUSSART Director, General Manager
c/o Artemis Assistant CEO
Citizenship: French
Francois-Henri PINAULT Director, General Manager,
c/o Artemis Assistant CEO
Citizenship: French
Jean-Louis de ROUX Director
c/o Artemis
Citizenship: French
John J. RIAN III Director
c/o Artemis
Citizenship: American
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE ANONYME
PROFESSIONNELLE DE DISTRIBUTION
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Elizabeth Teyssier Chairman and CEO
c/o PPR
Citizenship: French
Michel LEMAIRE Director
Prodistri
c/o PPR
Citizenship: French
Alain GUILLOT Director
Societe Financiere des Grands Magasins
c/o PPR
Citizenship: French
Cecile de GUILLEBON Director
Societe Francaise d'Entrepots
c/o PPR
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF
PINAULT-PRINTEMPS-REDOUTE S.A.
New Head Office : 18, place Henri Bergson - Paris 8e
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Serge WEINBERG Chairman & CEO
c/o PPR
Citizenship: French
Francois Jean-Henri PINAULT Director
c/o PPR
Citizenship: French
Jean-Claude TATE Director
c/o PPR
Citizenship: French
Philippe VINDRY Director
c/o PPR
Citizenship: French
Bernard YONCOURT Director
c/o PPR
Citizenship: French
BOARD OF SUPERVISORS<F1> OF
PINAULT-PRINTEMPS-REDOUTE S.A.
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Ambroise ROUX President
c/o PPR
Citizenship: French
Francois PINAULT Vice-President
c/o PPR
Citizenship: French
Patricia BARBIZET-DUSSARD Supervisor
c/o PPR
Citizenship: French
Leopold JEORGER Supervisor
c/o PPR
Citizenship: French
Daniel LEBEGUE Supervisor
c/o PPR
Citizenship: French
Loik LE FLOCH-PRIGENT Supervisor
c/o PPR
Citizenship: French
Jean POLLET Supervisor
c/o PPR
Citizenship: French
Patrick POLLET Supervisor
c/o PPR
Citizenship: French
Alain MINC Supervisor
c/o PPR
Citizenship: French
Bruno ROGER Supervisor
c/o PPR
Citizenship: French
Jean-Yves DURANCE Supervisor
c/o PPR
Citizenship: French
Antoine JEANCOURT-GALIGNANI Supervisor
c/o PPR
Citizenship: French
Francois HENROT Supervisor
c/o PPR
Citizenship: French
__________
[FN]
<F1> Pursuant to the French statute governing corporations, "supervisors" have
responsibility for appointing the directors and for overseeing the
actions of the board of directors, but do not have responsibility for
the conduct of the corporation's business.
ADVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A.<F2>
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Leon CLIGMAN Advisor
c/o PPR
Citizenship: French
Jean Paul AMIEL Advisor
Credit Lyonnais
c/o PPR
Citizenship: French
Jean LOYRETTE Advisor
c/o PPR
Citizenship: French
Jean-Philippe HOTTINGER Advisor
c/o PPR
Citizenship: French
Jean-Louis de ROUX Advisor
c/o PPR
Citizenship: French
__________
[FN]
<F2> Under the French statute governing corporations, "advisors" ("censeurs")
are entitled to attend, and render advice at, the meeting of a firm's
board of directors or supervisory board, but have no voting rights.
DIRECTORS AND EXECUTIVE
OFFICERS OF REXEL
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Serge WEINBERG Chairman & CEO
c/o REXEL
Citizenship: French
Claude SCHOESETTERS Director, General Manager
c/o REXEL Assistant CEO
Citizenship: French
Daniel SANDLER General Manager (non-director)
c/o REXEL Assistant CEO
Citizenship: French
Patricia BARBIZET-DUSSART Director
c/o REXEL
Citizenship: French
Bernard CLERC Director
c/o REXEL Honorary Chairman
Citizenship: French
Jean-Charles NAOURI Director
c/o REXEL
Citizenship: French
Francois PINAULT Director
c/o REXEL
Citizenship: French
Francois Jean-Henri PINAULT Director
c/o REXEL
Citizenship: French
Jean-Louis de ROUX Director
c/o REXEL
Citizenship: French
Bernard YONCOURT Director
c/o REXEL
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF
INTERNATIONAL TECHNICAL DISTRIBUTORS, INC.
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Serge WEINBERG Chairman & CEO
c/o ITD
Citizenship: French
Robert M. MERSON Vice-President
c/o ITD
Citizenship: American
Alain VIRY Treasurer
c/o ITD
Citizenship: French
DIRECTORS AND EXECUTIVE OFFICERS OF SOCIETE
FINANCIERE DE DISTRIBUTION DE NEGOCE
FIDIN (ex GEFIP) 18, rue Troyon - SEVRES (France)
Name and Principal
Business Address
Citizenship Position
_____________________________________________________________________________
Francois Jean-Henri PINAULT Chairman & CEO
c/o FIDIN
Citizenship: French
Bernard YONCOURT Director
S.A. SAPRODIS
c/o FIDIN
Citizenship: French
Jean-Francois PALUS General Manager
PRODISTRI (non Director)
c/o FIDIN
Citizenship: French
Michel FRIOCOURT Director
ALSACIENNE DE MAGASINS
c/o FIDIN
Citizenship: French
