-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TDsMRRYFdE+SneMEGYlwQyarDaweIB7ZdYUv9NKR/89Rxkv3po7/zPcNaKUcX2bE Te/y3P4FIlVhOCf+UbnFiw== 0000898430-96-002905.txt : 19960627 0000898430-96-002905.hdr.sgml : 19960627 ACCESSION NUMBER: 0000898430-96-002905 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960626 SROS: NASD GROUP MEMBERS: RANDOLPH K. REPASS GROUP MEMBERS: WEST MARINE INC GROUP MEMBERS: WEST MARINE, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E&B MARINE INC CENTRAL INDEX KEY: 0000716740 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 222430891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34459 FILM NUMBER: 96586125 BUSINESS ADDRESS: STREET 1: 201 MEADOW RD CITY: EDISON STATE: NJ ZIP: 08818 BUSINESS PHONE: 9088197400 MAIL ADDRESS: STREET 1: 210 MEADOW RD CITY: EDISON STATE: NJ ZIP: 08818 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST MARINE INC CENTRAL INDEX KEY: 0000912833 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 770355502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 WESTRIDGE DR CITY: WATSONVILLE STATE: CA ZIP: 95076-4100 BUSINESS PHONE: 4087282700 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D 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. - -------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) June 17, 1996 - -------------------------------------------------------------------------------- (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. 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 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 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. - ------ -------------------------- 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. Page 5 of 6 Pages Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ (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. 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 -------------------------------- Name: Randolph K. Repass Title: Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----