-----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, Bz1r6gPhA/IwuHe+LPr5oU6/xlpOBO0HZ+okyakN3kPFQQ0/pyeiz4EECuUfPDSk UmbrfqKMKa3I7XsXKXF3ew== 0000108772-96-000031.txt : 19960826 0000108772-96-000031.hdr.sgml : 19960826 ACCESSION NUMBER: 0000108772-96-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960823 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COAST DISTRIBUTION SYSTEM CENTRAL INDEX KEY: 0000728303 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 942490990 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35492 FILM NUMBER: 96619757 BUSINESS ADDRESS: STREET 1: 1982 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4084368611 MAIL ADDRESS: STREET 1: 1982 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95112 FORMER COMPANY: FORMER CONFORMED NAME: COAST RV INC DATE OF NAME CHANGE: 19880619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: XEROX CORP CENTRAL INDEX KEY: 0000108772 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160468020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 1600 STREET 2: 800 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 069041600 BUSINESS PHONE: 2039683000 MAIL ADDRESS: STREET 1: 800 LONG RIDGE ROAD STREET 2: PO BOX 1600 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: HALOID XEROX INC DATE OF NAME CHANGE: 19730813 SC 13D 1 XEROX CORPORATION SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 The Coast Distribution Systems (Name of issuer) Common Stock, without par value (Title of class of securities) 190345108 (CUSIP Number) Martin S. Wagner Assistant Secretary Xerox Corporation 800 Long Ridge Road P.O. Box 1600 Stamford, Connecticut 06904-1600 (203) 968-3000 (Name, address and telephone number of person authorized to receive notices and communications) August 15, 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 this 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 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. - -------------------- /1/ 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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). (Page 1 of 7) CUSIP No. 190345108 ______________________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Xerox Corporation I.R.S. Identification Number 16-0468020 ______________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ ______________________________________________________________________________ (3) SEC USE ONLY ______________________________________________________________________________ (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (see Item 3) ______________________________________________________________________________ (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / ______________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York ______________________________________________________________________________ (7) SOLE VOTING POWER 403,914 NUMBER OF SHARES __________________________________________________________ BENEFICIALLY OWNED BY EACH (8) SHARED VOTING POWER 0 REPORTING __________________________________________________________ PERSON WITH (9) SOLE DISPOSITIVE POWER 403,914 __________________________________________________________ (10) SHARED DISPOSITIVE POWER 0 ______________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,914 ______________________________________________________________________________ (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / ______________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% ______________________________________________________________________________ (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ______________________________________________________________________________ (Page 2 of 7) ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, without par value (the "Common Stock"), of The Coast Distribution System, a California corporation (the "Issuer"), with its principal executive offices located at 1982 Zanker Road, San Jose, California 95112. ITEM 2. IDENTITY AND BACKGROUND This statement on Schedule 13D is being filed by Xerox Corporation, a New York corporation ("Xerox"), with its principal executive offices located at P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut 06904-1600. Xerox is The Document Company and a leader in the global document market, providing document services that enhance productivity. Set forth below is the name of each director of Xerox, the present principal occupation of such director and the business address of such director. The name of the organization in which the present principal occupation of each director is conducted appears in the business address of such director set forth next to such director's present principal occupation. Unless otherwise noted, the address below is that of the organization in which each director's present principal occupation is conducted, which is also the business address of such director.
PRESENT DIRECTOR'S NAME PRINCIPAL OCCUPATION ADDRESS - --------------- ------------------------ ------- Paul A. Allaire Chairman of the Board Xerox Corporation and Chief Executive 800 Long Ridge Road Officer, Chairman of P.O. Box 1600 the Executive Committee Stamford, CT 06904-1600 B.R. Inman Investor Suite 500 701 Brazos Street Austin, TX 78701 (mailing address) Antonia Ax:son Chairman Axel Johnson AB Johnson P.O. Box 26008 - Villagatan Stockholm S-100 41, Sweden Vernon E. Partner Akin, Gump, Strauss, Hauer & Jordan, Jr. Feld, L.L.P. 1333 New Hampshire Ave, N.W. Suite 400 Washington, D.C. 20036 Yotaro Kobayashi Chairman and Chief Fuji Xerox Co., Ltd. Executive Officer 2-17-22 Akasaka, Minato-ku Tokyo 107, Japan (Page 3 of 7) Hilmar Kopper Spokesman of the Board Deutsche Bank AG of Managing Directors Taunusanlage 12 Frankfurt 60262, Germany Ralph S. Larsen Chairman and Chief Johnson & Johnson Executive Officer One Johnson & Johnson Plaza New Brunswick, NJ 08933 John D. Macomber Principal JDM Investment Group 2806 N Street, N.W. Washington, D.C. 20007 George J. Special Counsel Verner, Liipfert, Bernhard, Mitchell McPherson and Hand, Chartered 901 15th Street, N.W., Suite 700 Wahington, D.C. 20005 N.J. Nicholas, Investor 15 West 53rd Street, #34F Jr. New York, NY 10019 (mailing address) John E. Pepper Chairman of the Board and Procter & Gamble Company Chief Executive Officer One Procter & Gamble Plaza Cincinnati, OH 45202 Martha R. Seger Distinguished Visiting Martha R. Seger Financial Group, Professor of Finance, Inc. Central Michigan 220 Park Avenue University Birmingham, MI 48009 (mailing address) Thomas C. Partner, William Blair William Blair Venture Partners Theobald Capital Management Suite 3300 222 West Adams Street Chicago, IL 60606-5312 (mailing address)
Each of the directors named above (other than Antonia Ax:son Johnson, Yotaro Kobayashi and Hilmar Kopper) is a United States citizen. Antonia Ax:son Johnson is a citizen of Sweden, Yotaro Kobayashi a citizen of Japan, and Hilmar Kopper a citizen of Germany. Set forth below is the name and title of each executive officer of Xerox:
OFFICER'S NAME TITLE - -------------- ----- Paul A. Allaire Chairman of the Board and Chief Executive Officer, Chairman of the Executive Committee of the Board William F. Buehler Executive Vice President and Chief Staff Officer A. Barry Rand Executive Vice President Barry D. Romeril Executive Vice President and Chief Financial Officer Stuart B. Ross Executive Vice President (Page 4 of 7) Allan E. Dugan Senior Vice President John A. Lopiano Senior Vice President Julius L. Marcus Senior Vice President Mark B. Myers Senior Vice President David R. Myerscough Senior Vice President Richard S. Paul Senior Vice President and General Counsel Brian E. Stern Senior Vice President Patricia C. Barron Vice President Richard S. Barton Vice President John Seely Brown Vice President and Chief Scientist Ronald B. Campbell, Jr. Vice President David T. Erwin Vice President J. Michael Farren Vice President Eunice M. Filter Vice President, Treasurer and Secretary Phillip D. Fishbach Vice President and Controller Anshoo S. Gupta Vice President Maurice F. Holmes Vice President Charles P. Holt Vice President James H. Lesko Vice President Roger E. Levien Vice President Patrick J. Martin Vice President Alan R. Monahan Vice President Hector J. Motroni Vice President Anne M. Mulcahy Vice President Colin J. O'Brien Vice President Russell Y. Okasako Vice President Carlos Pascual Vice President Norman E. Rickard, Jr. Vice President Ronald E. Rider Vice President Patricia M. Wallington Vice President
The organization in which the present principal occupation of each of the executive officers named above is conducted is Xerox, the principal executive offices of which are located at P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut 06904-1600. Each of the officers named above (other than Barry D. Romeril and Carlos Pascual) is a United States citizen. Barry D. Romeril is a citizen of Great Britain, and Carlos Pascual is a citizen of Spain. During the past five years, neither Xerox nor, to its knowledge, any of its directors or executive officers named in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. (Page 5 of 7) ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Prior to the Distribution Date (as defined below), the 403,914 shares of Common Stock to which this Schedule 13D relates, in addition to other securities and assets, were owned by Furman Selz Merchant Partners LP, a Delaware limited partership (the "Partnership"), of which Furman Selz Merchant Capital Corp., a Delaware corporation, was the general partner, and XFS Merchant Partner, Inc., a Delaware corporation ("Merchant Partner"), was one of the limited partners. Merchant Partner is a wholly-owned subsidiary of Xerox Financial Services, Inc. ("XFSI"), a Delaware corporation, which is a wholly-owned subsidiary of Xerox. Such shares of Common Stock had been held by the Partnership in excess of five years and, to Xerox' knowledge, had been held by the Partnership at all times for investment purposes only. The Partnership had acquired such shares over time at an average cost of $5.70 per share. Effective as of August 15, 1996 (the "Distribution Date"), the Partnership was dissolved and, in connection with such dissolution, it made a final distribution of its assets to its general and limited partners. As of the Distribution Date, shares of Common Stock constituted the sole remaining asset of the Partnership. Immediately upon receipt of the 403,914 shares of Common Stock pursuant to such distribution, Merchant Partner dividended all such shares to XFSI, which in turn dividended them to Xerox. Thus, Xerox has become the beneficial owner of 403,914 shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION As set forth in Item 3 above, Xerox acquired the 403,914 shares of Common Stock to which this Schedule 13D relates directly as a dividend in kind, and indirectly as a final distribution of assets of the Partnership. The acquisition of such shares has been for investment purposes only and not with a view to controlling the Issuer or directing its policies. Xerox does not presently intend to have a long-term ownership of such shares. Xerox may from time to time dispose of all or a portion of such shares in the open market, privately negotiated transactions or otherwise, depending upon market conditions and other relevant considerations. Except as set forth in this Item 4, Xerox does not have any plans or proposals which relate to or would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The responses to paragraphs (a), (b) and (c) of this Item 5 below with respect to the directors and executive officers named in Item 2 are based upon Xerox' information and belief and are subject to change pending its receipt of questionnaires from such individuals indicating a differenct response. Upon receipt of such questionnaires indicating a different response, Xerox will promptly file an amendment to this Schedule 13D. (Page 6 of 7) (a) As stated in Item 3 above, Xerox beneficially owns an aggregate of 403,914 shares of Common Stock. Based on a total of 5,207,923 shares of Common Stock outstanding as of July 29, 1996, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, Xerox' beneficial ownership represents approximately 7.8% of the total issued and outstanding shares of Common Stock as of such date. Based on Xerox' information and belief, none of its directors and executive officers named in Item 2 hereof beneficially owns any shares of Common Stock. (b) Xerox has the sole power to vote or to direct the vote and to dispose or to direct the disposition of all 403,914 shares of Common Stock. Based on Xerox' information and belief, none of its directors and executive officers named in Item 2 above has either sole or shared power to vote or to direct the vote or to dispose or direct the disposition of any shares of Common Stock. (c) Except as otherwise set forth in Item 3 above, neither Xerox nor, based on Xerox' information and belief, any of its directors and executive officers named in Item 2 above has effected any transaction in shares of Common Stock during the past 60 days. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As stated in Item 3 above, as part of the final distribution upon its dissolution, the Partnership distributed 403,914 shares of Common Stock to Merchant Partner, which immediately upon receipt thereof dividended all such shares to XFSI, its sole shareholder, which in turn dividended all such shares to Xerox, XFSI's sole shareholder. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 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. August 23, 1996 XEROX CORPORATION By: /s/ Martin S. Wagner --------------------- Assistant Secretary (Page 7 of 7) -----END PRIVACY-ENHANCED MESSAGE-----