-----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, Tz/tcqPDkBPUnYAyi+l+VStkXNhOxoRzBxD+seVKwi7AsZuJzxURMSbpyPQ1qcdR zAHqvzKmDnkiP4c7NinNXw== /in/edgar/work/0000912057-00-047627/0000912057-00-047627.txt : 20001108 0000912057-00-047627.hdr.sgml : 20001108 ACCESSION NUMBER: 0000912057-00-047627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001107 GROUP MEMBERS: CASCADES INC. GROUP MEMBERS: PERKINS ACQUISITION CORP. GROUP MEMBERS: PERKINS PAPERS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYANT CORP CENTRAL INDEX KEY: 0000048569 STANDARD INDUSTRIAL CLASSIFICATION: [2670 ] IRS NUMBER: 112236837 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37089 FILM NUMBER: 754714 BUSINESS ADDRESS: STREET 1: 100 READINGTON ROAD STREET 2: P O BOX 8609 CITY: SOMERVILLE STATE: NJ ZIP: 08876 BUSINESS PHONE: 9087071800 MAIL ADDRESS: STREET 1: 100 READINGTON ROAD STREET 2: P O BOX 8609 CITY: SOMERVILLE STATE: NJ ZIP: 08876 FORMER COMPANY: FORMER CONFORMED NAME: HOSPOSABLE PRODUCTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINS PAPERS LTD CENTRAL INDEX KEY: 0001123010 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 77 MARIE VICTORIN ST STREET 2: J5R 1C3 CITY: QUEBEC CANADA BUSINESS PHONE: 5142822606 MAIL ADDRESS: STREET 1: 77 MARIE VICTORIN ST STREET 2: J5R 1C3 CITY: CANIAC QUEBEC CANADA SC 13D/A 1 a2029788zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)(1) Wyant Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 per Share - ------------------------------------------------------------------------------- (Title of Class of Securities) 982855108 - ------------------------------------------------------------------------------- (CUSIP Number) Michele Beauchamp, Esq. Perkins Papers Ltd. 77, Marie-Victorin Boulevard Candiac, Quebec J5R 1C3 Canada Telephone: (450) 444-6400 COPIES TO: Sandy K. Feldman, Esq. Feldman & Associates 10 East 40th Street New York, NY 10016 Telephone: (212) 481-3700 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 26, 2000 - ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of Pages) - ----------------- (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 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). CUSIP No. 982855108 SCHEDULE 13D Page of Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cascades Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Quebec - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 2,594,685* BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2 2,594,685* - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,594,685* - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO * The reporting person expressly disclaims beneficial ownership of any shares other than the shares owned of record by the reporting person. The filing of this statement shall not be deemed to be an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. - ------------------------------------------------------------------------------- CUSIP No. 982855108 SCHEDULE 13D Page of Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Perkins Papers Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 3 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,594,685* OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,594,685* - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,594,685* - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO * The reporting person expressly disclaims beneficial ownership of any shares other than the shares owned of record by the reporting person. The filing of this statement shall not be deemed to be an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. - ------------------------------------------------------------------------------- CUSIP No. 982855108 SCHEDULE 13D Page of Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Perkins Acquisition Corp. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------- 4 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,594,685* OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,594,685* - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,594,685* - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO * The reporting person expressly disclaims beneficial ownership of any shares other than the shares owned of record by the reporting person. The filing of this statement shall not be deemed to be an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. - ------------------------------------------------------------------------------- AMENDMENT NO. 1 TO SCHEDULE 13D The Items identified below are amended. Capitalized terms used herein which have not been defined shall have the meanings ascribed to them in the initial filing of the Schedule 13D dated September 11, 2000. 5 Item 4. Purpose of Transaction. On August 30, 2000, Parent, Purchaser and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement contemplates an acquisition of the Issuer by Parent at a price of $4.00 per share in cash, which will be effected by (i) a tender offer (the "Offer") by Purchaser for all of the issued and outstanding Shares (other than the Shares owned by Parent, Purchaser or the Issuer or any subsidiary of Parent or the Issuer, and (ii) a merger of Purchaser with and into the Issuer (the "Merger"). The Merger Agreement is attached as Exhibit 1. On August 30, 2000, Parent and Purchaser entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with certain shareholders of the Issuer consisting of James A. Wyant and certain members of his family (the "Wyant Family Shareholders"). Pursuant to the Stock Purchase Agreement, on the terms set forth therein, each of the Wyant Family Shareholders has agreed, among other things, (i) to tender and not withdraw his or her Shares in the Offer, which in the aggregate consist of 1,261,352 Shares; (ii) not to transfer control over his or her Shares or any interest therein to any person; and (iii) to vote his or her Shares in favor of the Merger Agreement and the Merger at any meeting of the Issuer's shareholders called for that purpose. In addition, pursuant to the Stock Purchase Agreement, on the terms set forth therein, James A. Wyant will sell to Parent, at the time Purchaser purchases the Shares pursuant to the Offer, all of the Class E Exchangeable Preferred Stock ("Exchangeable Preferred Stock") of Wood Wyant Inc., a wholly owned subsidiary of the Issuer ("Wood Wyant"), owned directly or indirectly by him, consisting of 1,333,333 shares of Exchangeable Preferred Stock, which are exchangeable, on demand and without additional consideration, for Shares on a one-for-one basis, at the same purchase price of $4.00 per share of such Preferred Stock as will be paid to the holders of Shares pursuant to the Offer. James A. Wyant has also agreed in the Stock Purchase Agreement not to transfer control over the Exchangeable Preferred Stock or any interest therein to any person. The Stock Purchase Agreement is attached as Exhibit 2. As of August 30, 2000, the Wyant Family Shareholders beneficially owned in aggregate 2,594,685 Shares (as determined pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934), representing 72% of the aggregate of the 2,270,617 Shares then outstanding, plus the 1,333,333 Shares exchangeable for the Exchangeable Preferred Stock. AMENDMENT OF STOCK PURCHASE AGREEMENT TO RESOLVE ISSUE OF "POTENTIAL ACCOUNTING IRREGULARITIES" AT THE ISSUER'S SUBSIDIARY THE STUDY BY THE PERKINS COMPANIES AND ITS CONCLUSION Following the announcement by the Issuer (hereinafter, sometimes, the "Company") in its October 2, 2000 press release and subsequent filings with the SEC of "potential accounting irregularities" at its IFC Disposables, Inc. subsidiary, Parent and the Purchaser (hereinafter, sometimes, the "Perkins Companies") extended the expiration of the Offer and Parent announced in its October 3 press release that Perkins is currently studying the potential impact of this information on its tender offer announced on August 30, 2000, and commenced on September 8, 2000, for all outstanding shares of the common stock of Wyant Corporation. Once this study is completed, Perkins will promptly announce its effect, if any, on the tender offer. This study, which has included discussions with the Company and Mr. Wyant, has now been concluded. During the pendency of the study and discussions the Perkins Companies have extended the expiration of the Offer four times. The Offer is currently scheduled to expire at 12:00 midnight, New York City time, on Monday, November 13, 2000. Parent and the Purchaser have concluded that the "potential accounting irregularities" should result in a reduction in the overall acquisition cost to Parent and the Purchaser of more than $1 million. The Company has argued against this conclusion and in support of maintaining the $4.00 per Share price to be paid to all holders of the Company's Shares. AMENDMENT TO STOCK PURCHASE AGREEMENT In order to provide the reduced cost to Parent and the Purchaser, while at the same time maintaining the $4.00 per Share price to be paid to all holders of the Company's Shares, the parties have agreed to amend the Stock Purchase Agreement to reduce the purchase price paid to Mr. Wyant for his Preferred Stock to $3.51 per share. The parties have also agreed to amend Mr. Wyant's employment agreement to reduce the amounts to be paid to him thereunder as a result of the change in control resulting from the closing of the Offer. This would result in an aggregate Preferred Stock purchase price reduction of approximately $650,000 (1,333,333 shares of Preferred Stock at $3.51 rather than $4.00), and an employment contract payment reduction of approximately $91,000 (C$130,000), for an aggregate reduced cost to the Perkins Companies of approximately $741,000. The foregoing amendment to the Stock Purchase Agreement and Mr. Wyant's Employment Agreement has been effected by a letter agreement among the parties, dated October 26, 2000 (the "Letter Agreement"). The Letter Agreement is attached as Exhibit 3. The amendment to the Stock Purchase Agreement comes within the provisions of Rule 14e-5 under the Securities Exchange Act of 1934, as amended, which, among other things, prohibits any offeror in any tender offer, and any person acting on behalf of the offeror, from directly or indirectly purchasing or arranging to purchase any subject securities or any "related securities" other than pursuant to the tender offer. This prohibition applies from the time the tender offer is publicly announced until the tender offer expires. A "related security" is defined in Rule 14e-5(c)(6) to include "securities[, such as the Preferred Stock,] that are immediately convertible into, exchangeable for, or exercisable for subject securities." Although the Stock Purchase Agreement, prior to amendment, is excepted from the prohibitions of Rule 14e-5 by the exception contained in Rule 14e-5(b)(7) ("Purchases Pursuant to Contractual Obligations"), the amendment effected by the Letter Agreement during the pendency of the Offer brings the Stock Purchase Agreement within the prohibitions of the Rule. Therefore, Parent and the Purchaser requested of the SEC "no action" or exemptive relief to the effect that the Stock Purchase Agreement, as amended by the Letter Agreement, will not violate Rule 14e-5. On November 3, 2000 Parent and the Purchaser received such relief. Item 7. Material to be Filed as Exhibits. The following documents are being filed as exhibits to this statement and are each incorporated herein by reference: Exhibit 1 - Agreement and Plan of Merger, dated as of August 30, 2000, by and among Perkins Papers Ltd., Perkins Acquisition Corp. and Wyant Corporation.* Exhibit 2 - Stock Purchase Agreement, dated August 30, 2000, by and among Perkins Papers Ltd., Perkins Acquisition Corp., James A. Wyant, John Derek Wyant, Lynne Ellen Emond and the Estate Of Gerald W. Wyant.* Exhibit 3 - Letter Agreement dated October 26, 2000 among Parent, the Purchaser, the Company and the Wyant Family Shareholders amending the Stock Purchaser Agreement.** Exhibit 4 - Joint Filing Agreement, dated as of September 11, 2000, by and among Cascades Inc., Perkins Papers Ltd. and Perkins Acquisition Corp.*** *Incorporated by reference to the Tender Offer Statement on Schedule TO of Parent and Purchaser filed with the Securities and Exchange Commission on September 8, 2000. ** Incorporated by reference to Exhibit (d)(4) of Amendment No. 8 to the Tender Offer Statement on Schedule TO of Parent and Purchaser filed with the Securities and Exchange Commission on November 6, 2000. *** Incorporated by reference to Exhibit 3 of the Schedule 13D of Cascades Inc., Perkins Papers Ltd. and Perkins Acquisition Corp. filed with the Securities and Exchange Commission on September 11, 2000. 8 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. CASCADES INC. By: /s/ Laurent Lemaire ----------------------------------- Name: Laurent Lemaire Title: President and Chief Executive Officer Date: November 7, 2000 PERKINS PAPERS LTD. By: /s/ Suzanne Blanchet ----------------------------------- Name: Suzanne Blanchet Title: President and Chief Executive Officer Date: November 7, 2000 PERKINS ACQUISITION CORP. By: /s/ Suzanne Blanchet ----------------------------------- Name: Suzanne Blanchet Title: President Date: November 7, 2000 9 -----END PRIVACY-ENHANCED MESSAGE-----