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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
TREATS INTERNATIONAL ENTERPRISES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
89464M 20 2
(CUSIP Number)
SUSAN SMITH, PRESIDENT, ROYAL BANK VENTURES, INC.
ONE RICHMOND WEST, TORONTO, ONTARIO M5H 3W4 (416-974-0574)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
ON OR ABOUT FEBRUARY 25, 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 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 [ ].
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SCHEDULE 13D
CUSIP No. 89464M 20 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Royal Bank of Canada and its wholly-owned subsidiaries:
Royal Bank Ventures, Inc. and Royal Bank Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
WC PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Canada
NUMBER OF 7. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER: 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
(See Note 3)
14. TYPE OF REPORTING PERSON:
BK (Royal Bank of Canada); CO (Royal Bank Ventures, Inc.);
CO (Royal Bank Capital Corporation)
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.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 6 ("Amendment No. 6") amends the original
Schedule 13D previously filed by Royal Bank of Canada ("RBC") and Royal Bank
Capital Corporation ("RBCC"), as Reporting Persons, on June 19, 1995, as amended
by Amendment No. 1 thereto filed on September 28, 1995, as amended by Amendment
No. 2 thereto filed on October 30, 1995, as amended by amendment No. 3 thereto
filed on July 2, 1996, as amended by Amendment No. 4 thereto filed on August 15,
1996 and as amended by Amendment No. 5 thereto filed on June 9, 1997 relating to
Common Stock of Treats International Enterprises, Inc.
Terms used in this Amendment that are defined in the original
Schedule 13D or in Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4 or Amendment No. 5 thereto, and not otherwise defined herein, shall have
the meanings assigned to such terms in the original Schedule 13D or in Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5
thereto.
All share amounts have been adjusted to reflect a 1-for-3 reverse stock
split of the Common Shares of Issuer effective as of June 21, 1993.
Unless indicated otherwise, all dollar ($) amounts are in United States
Dollars (C$ signifies Canadian Dollars)
ITEM 4. PURPOSE OF TRANSACTION.
The Common Shares and Series A Preferred Shares of Issuer that are
owned by Reporting Persons were previously held for sale in an orderly
disposition.
RBC is a "foreign banking corporation" under Section 211.23(b) of
Title 12 of the Code of Federal Regulations. By virtue of Section 8(a) of the
International Bank Act of 1978, RBC is subject to the provisions of the Bank
Holding Company Act of 1956 (the "BHCA"), including Section 4 thereof, because
it conducts a banking business in the United States through its branches and
agencies. Under the BHCA, RBC is prohibited from owning, directly or indirectly,
5% or more of the voting securities of a U.S. nonbanking company like Issuer
unless exemptive authority is available. Because the voting shares of Issuer
were acquired by RBC as the result of a debt previously contracted, the
exemption contained in Section 4(c)(2) of the BHCA is available to RBC with
respect to the Common Shares and Preferred Shares of Issuer.
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Except as described in the MOU among RBCC, Paul Gibson and Issuer
referred to in Amendment No. 5 to this Schedule 13D, Reporting Persons does not
have any plans or proposals which would result in:
(a) The acquisition by any person of additional securities of
Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board of directors of Issuer;
(e) Any other material change in the present capitalization or
dividend policy of Issuer;
(f) Any other material change in Issuer's business or corporate
structure;
(g) Changes in Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a
national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of
the Act; or
(j) Any action similar to any of those enumerated above.
PROVIDED, HOWEVER, that Reporting Persons reserve and do not hereby release or
relinquish any rights that Reporting Persons may have by law, pursuant to the
charter and bylaws of Issuer, pursuant to any contract, or otherwise.
The MOU was filed with Amendment No. 5 to the Schedule 13D filed on June 9, 1997
as an Exhibit and by reference incorporated in this Item 4.
As of February 25, 2000 the Reporting Persons transferred 7,207,760 shares of
the Issuer's Common Shares and 5,409,825 of the Issuer's Series A Preferred
Stock (collectively the "Shares") in a sale transaction that also resulted in
the settlement of litigation in which Royal Bank was a
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defendant. The litigation was in the Ontario Superior Court of Justice (Court
File No. 98-CV-6l07) and was settled as a condition precedent to the
transaction. Mutual releases pertaining to these actions were also executed by
the Issuer and the Reporting Persons. The Shares, along with certain debt owing
to Royal Bank by the Issuer (in the amount of $1,129,562 plus accrued and unpaid
interest of approximately $370,000) was purchased by one accredited Canadian
investor in Ontario, Canada for C$480,000. Accordingly, the Reporting Persons
have determined that the Shares were valueless. The Series A Preferred Stock was
not converted into Shares of the Issuer's Common Stock prior to the sale of the
Series A Preferred Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons have sold all of their shares of the
Issuer's Common Stock and Series A Preferred Shares that were
previously reported as beneficially owned by the Reporting
Persons. As of February 25, 2000 the Reporting Persons do not
beneficially own any Shares of the Issuer's outstanding Common
Shares or Series A Preferred Shares.
(b) Reporting Persons do not have any power to dispose or direct
the disposition of any Common Shares of the Issuer as
described in (a) above and (c) below.
(c) As of February 25, 2000 the Reporting Persons transferred
7,207,760 shares of the Issuer's Common Shares and 5,409,825
of the Issuer's Series A Preferred Stock (collectively the
"Shares") in a sale transaction that also resulted in the
settlement of litigation in which RBC was a defendant. The
litigation was in the Ontario Superior Court of Justice (Court
File No. 98-CV-6107) and was settled as a condition precedent
to the transaction. Mutual releases pertaining to these
actions were also executed by the Issuer and the Reporting
Persons. The Shares, along with certain debt owing to RBC by
the Issuer (in the amount of $1,129,562 plus accrued and
unpaid interest of approximately $370,000) was purchased by
one accredited Canadian investor in Ontario, Canada for
C$480,000. Accordingly, the Reporting Persons have determined
that the Shares were valueless. The Series A Preferred Stock
was not converted into Shares of the Issuer's Common Stock
prior to the sale of the Series A Preferred Stock.
(d) Except for the directors of Issuer (who, through their
statutory powers as directors, have the right to determine if
and when dividends are declared and paid), no person (other
than a Reporting Person) is known by Reporting Persons to have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Shares that were sold by Reporting Persons as described in (c)
above.
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(e) The Reporting Persons ceased to be the beneficial owner of
more than five percent of the Issuers Common Shares or Series
A Preferred Shares on February 25, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
The following contracts, arrangements, understandings and relationship
currently exist among Reporting Persons with respect to securities of Issuer:
(a) Power of Attorney dated April 4, 1991 from RBC to RBCC;
(b) Agreement effective as June 15, 1995 between RBC and RBCC that
this Schedule 13D (including all amendments) are filed on
behalf of each of them.
The following contracts, arrangements, understandings and relationships
currently exist among Reporting Persons and other persons with respect to
securities of Issuer:
(a) Letter dated September 26, 1994 from Barrie Laver, Vice
President of RBCC, to Paul Gibson, President and Chief
Executive Officer of Issuer, accepted and agreed to on behalf
of Issuer and Triadon, with attached Term Sheet dated
September 20, 1994 (the "1994 Letter Agreement");
(b) Certificate of Designation of Preferred Shares of Issuer filed
with Secretary of State of Delaware on September 26, 1994 (the
"Certificate of Designation");
(c) MOU (undated but signed on or about April 8,1997) among RBCC,
Paul Gibson and Issuer;
The 1994 Letter Agreement, the Certificate of Designation and the MOU
were filed with Amendment No. 5 to this Schedule 13D as Exhibits and by
reference are incorporated in this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following written agreements, contracts, arrangements,
understandings, plans and proposals were previously filed as Exhibits to this
Schedule 13D:
(a) Letter dated September 26, 1994 from Barrie Laver, Vice
President and RBCC, to Paul Gibson, President and Chief
Executive Officer of Issuer, accepted and agreed to on behalf
of Issuer and Triadon with attached Term Sheet dated
September 20, 1994*
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(b) Certificate of Designation of Preferred Shares of Issuer filed
with Secretary of State of Delaware on September 26, 1994*
(c) Agreement effective as of June 15, 1995 between RBC and RBCC
that this Schedule 13D (including all amendments) are filed on
behalf of each of them**
(d) MOU (undated but signed on or about April 8,1997) among RBCC,
Paul Gibson and Issuer***
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* Filed on June 19, 1995 with the original Schedule 13D.
** Filed on September 28, 1995 with Amendment No. 1 to this Schedule 13D.
*** Filed on June 9, 1997 with Amendment No. 5 to this Schedule 13D.
NOTES:
1. Pursuant to the Certificate of Designation establishing the
designation, preferences and rights for the Series A Preferred Shares of Issuer,
the Series A Preferred Shares were convertible, at the option of the holder, in
whole or in part, into Common Shares of Issuer as provided in the Certificate of
Designation.
2. Pursuant to the Certificate of Designation establishing the
designation, preferences and rights for Series A Preferred Shares of Issuer, the
Series A Preferred Shares carry a cumulative 5.5% cash dividend payable
quarterly in arrears (dividends accrue at the rate of $37,191 per quarter). At
the option of the holder of Series A Preferred Shares, a dividend may be paid in
the form of Common Shares of Issuer, with the number of Common Shares to be
issued being based upon the weighted average trading price for Common Shares of
Issuer for the previous 30 trading days (from the dividend date) and using the
average exchange rate for the period. It was agreed that the first dividend will
be payable in cash. As of February 25, 2000, the accrued dividends totaled
$1,163,000.
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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: September 17, 2000
ROYAL BANK OF CANADA
/s/ Peter Gray-Donald
----------------------------
Name: Peter Gray-Donald
Title: Manager, Business Banking
ROYAL BANK VENTURES, INC.
/s/ Susan Smith
---------------------------
Name: Susan Smith
Title: President
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