-----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, A6rMJ47DNJGkke7+KUAXzM06rMd5jnMsKs6PHBeUtwfNaAm3S1SYX9HvfbK6eCNw p+ejfdo00OnPUX2ekDMzKA== 0000899140-03-000715.txt : 20030908 0000899140-03-000715.hdr.sgml : 20030908 20030908164040 ACCESSION NUMBER: 0000899140-03-000715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030908 GROUP MEMBERS: ROBERT FETHERSTONHAUGH GROUP MEMBERS: SRB BELVEDERE TRUST GROUP MEMBERS: STEPHEN R. BRONFMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAKE TECHNOLOGY LTD CENTRAL INDEX KEY: 0000351834 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33069 FILM NUMBER: 03886377 BUSINESS ADDRESS: STREET 1: 2838 HWY 7 STREET 2: NORVAL ONTARIO CITY: L0P 1K0 CANADA STATE: A6 ZIP: L0P 1K0 BUSINESS PHONE: 9054551990 MAIL ADDRESS: STREET 1: 2838 HWY 7 STREET 2: NORVAL ONTARIO CITY: CANADA L0P 1K0 ZIP: L0P 1K0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARIDGE ISRAEL LLC CENTRAL INDEX KEY: 0001159558 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WILLKIE FARR & GALLAHGER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019-6099 BUSINESS PHONE: 2127288964 MAIL ADDRESS: STREET 1: C/O WILLKIE FARR & GALLAHGER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 c1249498b.txt AMENDMENT NO. 6 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Stake Technology Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Without Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 85 25 59 103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Guy P. Lander Claridge Israel LLC c/o Davies Ward Phillips & Vineberg 625 Madison Avenue, 12th Floor New York, New York 10022 (212) 588-5511 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 August 29, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. SCHEDULE 13D - ---------------------- CUSIP No. 85 25 59 103 - ---------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claridge Israel LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 10,981,812 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10,981,812 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,981,812 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephen R. Bronfman - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 16,000 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 16,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Fetherstonhaugh - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 16,000 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 285,714 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 16,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 285,714 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 301,714 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SRB Belvedere Trust - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 285,714 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 285,714 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 285,714 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- Introductory Note This Amendment No. 6 (this "Statement") amends and restates the Schedule 13D and all amendments thereto as filed by Claridge Israel LLC, a Delaware limited liability company ("Claridge") with respect to the common stock, without par value (the "Common Stock"), of Stake Technology Ltd. (the "Issuer"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the initial statement on Schedule 13D filed by Claridge on September 27, 2001, as amended by Amendment No. 1 thereto filed on October 2, 2001, Amendment No. 2 thereto filed on October 23, 2001, Amendment No. 3 thereto filed on December 27, 2001, Amendment No. 4 thereto filed on December 4, 2002 and Amendment No. 5 thereto filed on March 27, 2003 (the initial statement together with all amendments thereto are herein referred to as the "Initial Statements"). Claridge, Stephen R. Bronfman ("Bronfman"), Robert Fetherstonhaugh ("Fetherstonhaugh") and SRB Belvedere Trust (the "Trust", together with Claridge, Bronfman and Fetherstonhaugh, the "Reporting Persons") are jointly filing this Amendment No. 6 which amends and restates the Schedule 13D and all amendments thereto in their entirety. Item 1. Security and Issuer. The principal executive offices of the Issuer are located at 2838 Highway 7, Norval, Ontario, Canada L0P 1K0. This Statement is being filed by the Reporting Persons to report transactions in the Common Stock as a result of which each of the Reporting Persons may be deemed to be a beneficial owner of in excess of 5% of the total number of shares of outstanding Common Stock. Item 2. Identity and Background. (a) This Statement is being filed on behalf of the Reporting Persons. Schedule I-A to this Statement contains the name, residence or business address, present principal occupation and citizenship of each of the executive officers and Managers of Claridge. Schedule I-B to this Statement contains the name, residence or business address, present principal occupation and citizenship of each trustee ("Trustee") of the Trust. (b) Claridge has its principal office at c/o Davies Ward Phillips & Vineberg, 625 Madison Avenue, New York, New York 10022. Each of Bronfman, Fetherstonhaugh and the Trust has its principal office at c/o Claridge Inc., 1170 Peel Street, Montreal, Canada H3P 4P2. (c) The principal business of each of Claridge, Bronfman and the Trust consists of the acquisition, ownership, disposition and reinvestment of investment assets and related business activities. The principal business of Fethersonhaugh is his present occupation as the President and Chief Executive Officer of Claridge, Inc., an affiliate of Claridge. (d) During the past five years, none of the Reporting Persons or the persons listed on Schedule I-A as a Manager or executive officer of Claridge or the persons listed on Schedule I-B as a Trustee of the Trust has been convicted in a criminal proceeding. (e) During the past five years, none of the Reporting Persons or the persons listed on Schedule I-A as a Manager or executive officer of Claridge or the persons listed on Schedule I-B as a Trustee of the Trust has been a party to any civil proceeding as a result of which it has been 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) Claridge is a Delaware limited liability company. The Trust is organized under the laws of Canada. Bronfman and Fetherstonhaugh are citizens of Canada. Item 3. Source and Amount of Funds or Other Consideration. Information contained in Item 3 of the Initial Statements is hereby incorporated by reference. The source of funds for the $2,000,000 used to purchase 285,714 shares of Common Stock of the Issuer on August 29, 2003 by the Trust is Stephen R. Bronfman, a Reporting Person. Item 4. Purpose of Transaction. The purpose of the Reporting Persons in effecting the transactions reported hereby is to make a substantial, but not controlling, equity investment in the Issuer. Subsequent to the filing of this Statement, the Reporting Persons may elect from time to time to purchase additional securities of the Issuer in market transactions or otherwise. Except as set forth in this Statement and in the attached Exhibits, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each Reporting Person may, at any time, review or reconsider its position with respect to the Issuer and the Common Stock and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons may be deemed members of a group within the meaning of Section 13(d)(3) and Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended. Bronfman and Fetherstonhaugh are designated by Claridge to serve on the board of directors of the Issuer. Additionally, Fetherstonhaugh is a Trustee of the Trust. Claridge beneficially owns directly 10,981,812 shares of Common Stock, which represents 20.3% of the Common Stock of the Issuer, based on the 51,570,939 shares of Common Stock the Issuer has advised the Reporting Persons are outstanding as of September 4, 2003 and warrants to purchase 2,500,000 shares of Common Stock owned by Claridge. Claridge disclaims beneficial ownership of all shares of Common Stock held by Bronfman, Fetherstonhaugh and the Trust. Bronfman beneficially owns directly 16,000 options to purchase shares of Common Stock, which represents 0.03% of the Common Stock of the Issuer, based on the 51,570,939 shares of Common Stock the Issuer has advised the Reporting Persons are outstanding as of September 4, 2003 and options to purchase 16,000 shares of Common Stock owned by Bronfman. Bronfman is a contingent beneficiary of the Charles R. Bronfman Trust, which owns a 1% membership interest in Claridge. Bronfman directly owns a 49% membership interest in Claridge. Bronfman disclaims beneficial ownership of (i) shares to the extent he may be deemed to have an interest through the Charles R. Bronfman Trust and (ii) all shares of Common Stock held by Claridge, Fetherstonhaugh and the Trust. Fetherstonhaugh beneficially owns (i) directly 16,000 options to purchase shares of Common Stock and (ii) indirectly 285,714 shares of Common Stock held by the Trust, which in the aggregate represents 0.6% of the Common Stock of the Issuer, based on the 51,570,939 shares of Common Stock the Issuer has advised the Reporting Persons are outstanding as of September 4, 2003 and options to purchase 16,000 shares of Common Stock owned by Fetherstonhaugh. Fetherstonhaugh disclaims beneficial ownership of all shares of Common Stock held by Claridge and Bronfman. The Trust beneficially owns directly 285,714 shares of Common Stock, which represents 0.6% of the Common Stock of the Issuer, based on the 51,570,939 shares of Common Stock the Issuer has advised the Reporting Persons are outstanding as of September 4, 2003. The Trust disclaims beneficial ownership of all shares of Common Stock held by Claridge, Bronfman and Fetherstonhaugh. The Trust shares beneficial ownership of the 285,714 shares of Common Stock with the Trustees, including Fetherstonhaugh. Except as disclosed in this Item 5(a), as of the date hereof, neither any of the Reporting Persons nor, to the best of their knowledge, any of the Schedule I-A or Schedule I-B Persons beneficially owns any shares of Common Stock. (b) Except as set forth in Item 5(a) above, each Reporting Person possesses the sole power to vote or dispose of the shares of Common Stock reported herein as beneficially owned by it. (c) On August 29, 2003, SRB Belvedere Trust purchased in a private transaction 285,714 shares of Common Stock from the Issuer at a purchase price of US$7.00 per share. On August 29, 2003, the Issuer repaid in full the US$5,000,000 aggregate principal amount of 5.5% convertible debentures that the Reporting Person had acquired on December 4, 2002. Except as reported in this Amendment No. 6, in the 60 days prior hereto there have been no transactions in the Common Stock effected by the Reporting Group, nor, to the best of the Reporting Person's knowledge, any of the Schedule I Persons. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Information contained in Item 6 of the Initial Statements is hereby incorporated by reference. Item 7. Material to be Filed as Exhibits. Information contained in Item 7 of the Initial Statements is hereby incorporated by reference. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 8, 2003 CLARIDGE ISRAEL LLC By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher Title: Vice President STEPHEN R. BRONFMAN By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for Stephen R. Bronfman ROBERT FETHERSTONHAUGH By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for Robert Fetherstonhaugh SRB BELVEDERE TRUST By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for SRB Belvedere Trust SCHEDULE I-A TO SCHEDULE 13D Information with Respect to Executive Officers and Directors of Claridge The following sets forth as to each of the executive officers and Managers of Claridge: his or her name; his or her business address; and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Claridge, Inc., the business address of which is 1170 Peel Street, Montreal, Canada H3B 4P2, and each such individual identified below is a citizen of Canada. To the knowledge of Claridge, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she 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 law or finding any violation with respect to such laws. CLARIDGE ISRAEL LLC - -------------------
Name and Position with Present Principal Claridge Present Business Address Occupation Citizenship - ------------- ------------------------ ----------------- ----------- Board of Managers: Charles R. Bronfman 375 Park Avenue, 6th Floor, Philanthropist Canadian New York, NY 10152 Bruce I. Judelson 157 Church St. Partner, Bergman, United States New Haven, CT 6510 Horowitz & Reynolds Guy P. Lander 625 Madison Ave. Resident Counsel, Davies, United States 12th Floor, New York, NY, 10022 Ward, Phillips & Vineberg Executive Officers: Charles R. Bronfman, Chairman Bruce I. Judelson, President 1 Andrew J. Parsons, Senior Vice President & Vice President CFO, Claridge, Inc. Richard P. Doyle, Senior Vice President, Vice President Claridge, Inc. Michel Boucher, Vice President, Vice President Claridge, Inc. Michael D. Vineberg, Secretary, Secretary Claridge, Inc. Robert M. Jamieson, Controller, Controller Claridge, Inc. Christine Kofler, Assistant Secretary, Assistant Secretary Claridge, Inc.
2 SCHEDULE I-B TO SCHEDULE 13D Information with Respect to Trustees of the Reporting Persons The following sets forth as to each of the Trustees of the Trust: his or her name; his or her business address; and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. To the knowledge of the Trust, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she 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 law or finding any violation with respect to such laws.
Name and Position with Present Principal the Trust Present Business Address Occupation Citizenship - ------------- ------------------------ ----------------- ----------- Robert Fetherstonhaugh 1170 Peel Street, Montreal, President and CEO, Canadian Canada H3B 4P2 Claridge, Inc. Claridge, Inc. Michael D. Vineberg 1170 Peel Street, Montreal, Partner, Davies Ward Canadian Canada H3B 4P2 Phillips & Vineberg
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