<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Inter-City Products Corporation
-------------------------------
(Name of Issuer)
Ordinary Stock (no par value)
-----------------------------
(Title of Class of Securities)
45821E101
---------
(CUSIP Number)
David C. Rex, SnyderCapital Corporation,
3219 McKinney Avenue, Dallas, Texas 75204, (214) 754-0500
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 1997
-------------
(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 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
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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 45821E101 Page 2 of 13 Pages
--------- -----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ravine Partners, Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,890,765
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,890,765
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,890,765
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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> 3
SCHEDULE 13D
CUSIP NO. 45821E101 Page 3 of 13 Pages
--------- --------- -----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Snyder
- --------------------------------------------------------------------------------
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 PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,890,765
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,890,765
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,890,765
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
- --------------------------------------------------------------------------------
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
SCHEDULE 13D
CUSIP NO. 45821E101 Page 4 of 13 Pages
--------- --------- -----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roberta M. Snyder
- --------------------------------------------------------------------------------
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 PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,890,765
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,890,765
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,890,765
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
- --------------------------------------------------------------------------------
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> 5
The Schedule 13D filed with the Securities and Exchange Commission on
March 25, 1996 (the "Schedule 13D"), and as amended on April 30, 1996 (the
"First Amendment"), on behalf of Ravine Partners, Ltd. ("RPLP"), Richard W.
Snyder and Roberta M. Snyder (collectively, the "Reporting Persons" and
individually, a "Reporting Person") in connection with the ordinary stock, no
par value, of Inter-City Products Corporation (the "Company") is hereby amended
as follows (unless otherwise defined, all capitalized terms used herein shall
have the same meanings set forth in the Schedule 13D): and the First Amendment.
The last sentence of Item 2(a) is hereby amended and restated to read in its
entirety as follows:
The Reporting Persons collectively may be deemed to be a group beneficially
owning, in the aggregate, 7,890,765 shares of Common Stock (the "Shares") or
approximately 19.9% of the outstanding shares of the Common Stock within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act").
Item 3 is hereby amended and restated to read in its entirety as follows:
ITEM 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price for the 7,890,765 shares of Common
Stock acquired by RPLP was $23,166,331, including brokerage commissions, of
which 3,989,870 Shares have been contracted for purchase, pursuant to a certain
Stock Purchase Agreement, dated March 6, 1997 (the "Agreement"), which purchase
is subject to all applicable waiting periods (and any extensions thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expiring
or otherwise terminating, for $15,800,883, subject to adjustment based upon
changes, if any, in the foreign exchange rate, with no brokerage commissions
being paid. RPLP will use its own working capital to purchase such Shares.
Item 5(a) is hereby amended and restated in its entirety as follows:
ITEM 5. Interest in Securities of the Issuer
(a) As of the date of the consummation of the transactions
contemplated by the Agreement, each of the Reporting Persons, acting as a group
within the meaning of Sections 13(d)(3) of the Act, will be the beneficial
owner of an aggregate of 7,890,765 shares of Common Stock of the Company, which
constituted approximately 19.9% of the 39,453,843 shares of Common Stock.
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<PAGE> 6
Item 5(c) is hereby amended and restated in its entirety as follows:
(c) Other than the acquisition of 3,989,870 shares pursuant to
the Agreement described herein, there have been no transactions in the Common
Stock of the Company effectuated during the past 60 days by the Reporting
Persons.
Item 6 is hereby amended to add the following:
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
The Agreement described in response to Item 3 above, a copy of
which is attached as Exhibit A hereto.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.A: Stock Purchase Agreement
Exhibit 99.B: Joint Filing Agreement among the Reporting Persons dated the
date hereof.
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<PAGE> 7
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.
Dated: March 7, 1997
--------------
RAVINE PARTNERS, LTD.
By:/s/ RICHARD W. SNYDER
------------------------------------
Name: Richard W. Snyder
Title: General Partner
RICHARD W. SNYDER
By:/s/ RICHARD W. SNYDER
------------------------------------
ROBERTA M. SNYDER
By:/s/ ROBERTA M. SNYDER
------------------------------------
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
Exhibit 99.A: Stock Purchase Agreement
Exhibit 99.B: Joint Filing Agreement among the Reporting Persons dated the
date hereof.
</TABLE>
<PAGE> 1
EXHIBIT 99.A
STOCK PURCHASE AGREEMENT
8 of 13
<PAGE> 2
EXHIBIT 99.A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement"), dated as of March 6, 1997, is
entered into by and between Ravine Partners, Ltd., a Texas limited partnership
("Purchaser"), and The Mortgage Insurance Company of Canada, a corporation
formed under the Canadian Insurance Companies Act ("Seller").
RECITALS
Seller is the owner at the date hereof of 9,433,456 shares of the issued and
outstanding ordinary stock, no par value ("Ordinary Stock"), of Inter-City
Products Corporation, a corporation existing under the Canada Business
Corporation Act ("ICP").
Seller desires to sell and Purchaser desires to purchase 3,989,870 shares of
the outstanding shares of Ordinary Stock currently owned by Seller (the
"Acquired Shares"), upon the terms set forth in this Agreement.
AGREEMENT
Based upon the foregoing and the mutual promises contained herein, the parties
agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
1.1 Purchase. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date: (i) Seller shall sell, assign, convey, transfer
and deliver to Purchaser or its designee, free and clear of any pledge,
security interest, lien, charge, option, encumbrance or other restriction of
any kind or nature whatsoever ("Lien") the Acquired Shares, and (ii) Purchaser
shall pay to Seller the aggregate cash consideration of Twenty-One Million, Six
Hundred Forty-Five Thousand, Forty-Five Canadian Dollars (CN $21,645,045.00) by
Purchaser's wire transfer of immediately-available funds.
1.2 Closing. Upon satisfaction or waiver of the conditions precedent set forth
in Section 3, and unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to the
provisions of Section 4, a closing with respect to the transactions provided
for in this Agreement (the "Closing") shall take place within three (3)
business days of the date that all of the conditions precedent set forth in
Section 3 are satisfied, or such other time or date as is agreed to in writing
by Seller and the Purchaser (the time and date of such Closing is referred to
herein as the "Closing Date"). The parties will use their best efforts to have
the Closing on March 21, 1997. All proceedings to take place at the Closing
shall take place simultaneously, and no delivery shall be considered to have
been made until all such proceedings have been completed.
2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller. Seller hereby represents and
warrants to Purchaser as follows:
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<PAGE> 3
(a) Organization and Power. Seller is a corporation duly incorporated,
validly existing and in good standing under the applicable laws of Canada and
has the requisite corporate power and authority to sell, assign, convey,
transfer and deliver the Acquired Shares and to enter into this Agreement and
perform its obligations hereunder.
(b) Authorization, Execution and Delivery, Etc. The execution, delivery and
performance by Seller of this Agreement and all other agreements contemplated
hereby or necessary in connection herewith and the consummation by Seller of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary actions. This Agreement has been duly executed and delivered by
Seller and is a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms. Seller: (i) has good and valid
title to the Acquired Shares, free and clear of all Liens; and (ii) upon
delivery of and payment for the Acquired Shares in accordance with Section 1.1
hereof, good and valid title to the Acquired Shares will pass to the Purchaser
free and clear of all Liens.
(c) Third Party Consents. There is no legal impediment to Seller's
consummation of the transactions contemplated by this Agreement, and no filing
or registration with, or authorization, consent or approval of any domestic or
foreign public body or authority is necessary for the consummation by Seller of
the transactions contemplated by this Agreement.
2.2 Representations and Warranties of Purchaser. Purchaser hereby represents
and warrants to Seller as follows:
(a) Organization and Power. Purchaser is a limited partnership duly formed,
validly existing and in good standing under the laws of the State of Texas and
has the requisite partnership power and authority to own, hold and purchase the
Acquired Shares and to enter into this Agreement and perform its obligations
hereunder.
(b) Authorization Execution and Delivery, Etc.. The execution, delivery and
performance by Purchaser of this Agreement and all other agreements
contemplated hereby or necessary in connection herewith and the consummation by
Purchaser of the transactions contemplated hereby and thereby have been duly
authorized by all necessary actions. This Agreement has been duly executed and
delivered by Purchaser and is a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms.
(c) Third Party Consents. Other than in connection with compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"),
(i) there is no legal impediment to Purchaser's consummation of the
transactions contemplated by this Agreement, and (ii) no filing or registration
with, or authorization, consent or approval of any domestic or foreign public
body or authority is necessary for the consummation by Purchaser of the
transactions contemplated by this Agreement. Purchaser will make its HSR Act
filing as soon as possible after the execution hereof and will diligently
pursue obtaining clearance to acquire the Acquired Shares thereunder.
10 of 13
<PAGE> 4
(d) Investment Purposes. Purchaser is acquiring the Acquired Shares for its
own account for investment purposes and not with a view to or in connection
with, any distribution thereof within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). Purchaser will not dispose of any
shares of the Acquired Shares in any transaction that violates, or any series
of related transactions that violate, the Securities Act. Purchaser will not
sell any Acquired Shares in Canada except in compliance with applicable
securities laws and in any event will not sell in Canada to of for the benefit
of any resident of Canada for a period of at least 40 days following the
Closing Date. Purchaser has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
acquiring the Acquired Shares. In making the decision to acquire the Acquired
Shares, Purchaser has relied upon its own independent investigation and, in the
course of such investigation, Purchaser has been provided the opportunity to
examine all documents, and ask all questions of ICP's management, concerning
all matters relevant to this transaction. Other than the representations and
warranties of Seller contained in Section 2.1, Seller has made no
representations or warranties concerning the Acquired Shares, ICP, or any
matter related thereto, that Purchaser is relying on in acquiring the Acquired
Shares.
3. CONDITIONS PRECEDENT
3.1 Conditions to Obligations of Each Party. The obligations of each party
hereunder are subject to the satisfaction on or prior to the Closing Date of
the following conditions, unless waived in writing by Purchaser and Seller:
(a) Waiting Periods. All applicable waiting periods (and any extensions
thereof) under the HSR Act shall have expired or otherwise been terminated.
(b) No Injunction. No court or other governmental body or public authority
shall have issued an order which shall then be in effect restraining, enjoining
or prohibiting the transactions contemplated by this Agreement.
4. TERMINATION
4.1 Termination by Collective Agreement. This Agreement may be terminated at
any time prior to the Closing by the joint written agreement of Seller and
Purchaser.
4.2 Termination by Either Party. This Agreement may be terminated by written
notice by either party to the other at any time prior to the Closing:
(a) if a representation or warranty contained in Section 2.1 or Section 2.2
shall become untrue and the breaching party shall have been afforded reasonable
opportunity to cure such breach; or
(b) if the transactions contemplated by this Agreement have not been
consummated by April 30, 1997 (unless a later date is established by the mutual
written consent of such parties before such date).
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<PAGE> 5
4.3 Effect of Failure by a Party to Consummate Transaction Due to Breach.
Provided that Purchaser, in the event Seller is the breaching party, or Seller,
in the event the Purchaser is the breaching party, is not then in breach of any
of its own obligations under this Agreement, upon (i) termination of this
Agreement due to a breach as described in Section 4.2 (a) or (ii) the failure
of a party to perform its obligations hereunder after all of the conditions
precedent set forth in Section 3 are satisfied, the non-breaching party shall
be entitled to reimbursement of all fees and expenses incurred by the non-
breaching party and to pursue against the breaching party any and all rights
and/or remedies, at law or in equity, to which such non-breaching party may be
entitled.
4.4 Effects of Termination. Except as provided in Section 4.3, upon any such
termination pursuant to this Section 4, neither Purchaser nor Seller shall have
any liability or further obligation to the other party to this Agreement as a
result thereof.
5. MISCELLANEOUS
5.1 Further Assurances. Seller hereby covenants and agrees to and with
Purchaser to execute and deliver such additional instruments of sale,
assignment, conveyance, transfer or delivery and to take such additional
reasonable action as Purchaser may reasonably request to more effectively
transfer to and vest in Purchaser, and to put Purchaser in possession of, or
give Purchaser the benefit or enjoyment of, any and all of the Acquired Shares,
free and clear of any and all Liens.
5.2 Finder's and Broker's Fees. Seller and Purchaser each represent and
warrant to the other that there are no claims (or any basis therefor) for
brokerage commissions, finder's fees or like payments in connection with this
Agreement or the transactions contemplated hereby resulting from any action
taken by either of the Purchaser or Seller.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as
of the date first written above.
PURCHASER:
Ravine Partners, Ltd.
/s/ RICHARD W. SNYDER
- ----------------------------------
Richard W. Snyder, General Partner
SELLER:
The Mortgage Insurance Company
of Canada
/s/ DAVID A. RATEE
- ----------------------------------
David A. Ratee, President
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<PAGE> 1
EXHIBIT 99.B
JOINT FILING AGREEMENT
RPLP, Richard W. Snyder and Roberta M. Snyder each hereby agrees,
in accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, that the Schedule 13D filed herewith, and any amendments thereto,
relating to the shares of Ordinary Stock, no par value per share, of Inter-City
Products Corporation are, and will be, filed jointly on behalf of each person.
Dated: March 7, 1997
RAVINE PARTNERS, LTD.
By: /s/ RICHARD W. SNYDER
------------------------------------
Name: Richard W. Snyder
Title: General Partner
RICHARD W. SNYDER
By: /s/ RICHARD W. SNYDER
------------------------------------
ROBERTA M. SNYDER
By: /s/ ROBERTA M. SNYDER
------------------------------------
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