<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Wyant Corporation
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[Letterhead of Wyant Corporation]
May 5, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of Wyant Corporation (the "Company") to be held on June
5, 1997, at 11:00 a.m. local time at the offices of the Company, 100 Readington
Road, Somerville, New Jersey 08876. The formal Notice of Annual Meeting and
Proxy Statement, fully describing the matters to be acted upon at the Annual
Meeting, appear on the following pages.
The matters to be considered at the Annual Meeting are election of
directors and the approval of the appointment of Ernst & Young LLP as the
Company's independent certified public accountants.
AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS RECOMMENDS THE
APPROVAL OF THE PROPOSALS BEING PRESENTED AT THE ANNUAL MEETING.
Because of the importance of the proposals being presented at the
Annual Meeting, I urge you to thoroughly review the Proxy Statement and give
these proposals your careful attention before completing the enclosed proxy
card.
Your vote is very important regardless of the number of shares you own.
Please sign each proxy card that you receive and return it as soon as possible
in the postage-paid return envelope that is provided for your convenience. The
return of your proxy card will not prevent you from voting in person but will
assure that your vote is counted if you are unable to attend the Annual Meeting.
Kindly forward your proxy card at your earliest convenience.
Sincerely yours,
/s/ Joseph H. Weinkam, Jr.
Joseph H. Weinkam, Jr.
President and Chief Operating Officer
<PAGE> 3
WYANT CORPORATION
100 READINGTON ROAD
SOMERVILLE, NEW JERSEY 08876
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1997
May 5, 1997
To the Shareholders of Wyant Corporation:
Notice is hereby given that the Annual Meeting of Shareholders
of Wyant Corporation, a New York corporation (the "Company"), will be held on
June 5, 1997, at 11:00 a.m. local time at the offices of the Company, 100
Readington Road, Somerville, New Jersey, for the following purposes:
1. To elect eight (8) directors to serve one-year terms on the
Board of Directors.
2. To approve the appointment of Ernst & Young LLP as the
Company's independent certified public accountants for the
fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in
the proxy statement accompanying this notice. Only shareholders of record at the
close of business on April 17, 1997 are entitled to notice of and to vote at the
meeting and at any continuation or adjournment thereof.
By Order of the Board of Directors
/s/ James A. Wyant
James A. Wyant
Corporate Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO COMPLETE, SIGN
AND RETURN THE ENCLOSED PROXY CARD, NO POSTAGE TO BE AFFIXED IF MAILED IN THE
UNITED STATES IN THE ENVELOPE PROVIDED.
<PAGE> 4
WYANT CORPORATION
100 READINGTON ROAD
SOMERVILLE, NEW JERSEY 08876
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1997
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of
Wyant Corporation, a New York corporation (the "Company"), for use at its Annual
Meeting of Shareholders (the "Annual Meeting") to be held on June 5, 1997, at
11.00 a.m., at which shareholders of record on April 17, 1997 (the "Record
Date") will be entitled to vote. The meeting will be held at the offices of the
Company, 100 Readington Road, Somerville, New Jersey. (The mailing address of
the Company's New Jersey office is P.O. Box 8609, Somerville, New Jersey 08876.)
This proxy statement with the accompanying notice and proxy card and
the Company's Annual Report for the fiscal year ended December 31, 1996 will be
mailed to shareholders of record on or about May 5, 1997.
I. GENERAL
A. VOTING
Common stock of the Company, par value $.01 per share ("Common Stock"),
is the only class of stock authorized by the Company's Certificate of
Incorporation, as amended, which authorizes issuance of 6,000,000 shares of
Common Stock. Shareholders are entitled to one vote for each share of stock
held. As of April 17, 1997, there were 1,692,476 shares of Common Stock
outstanding.
A quorum, counting proxies and shares represented in person, is
necessary to the voting upon proposals proposed by the Board of Directors of the
Company and other business that may properly come before the Annual Meeting. A
majority of all outstanding shares constitutes a quorum for all purposes.
Assuming the presence of a quorum at the Annual Meeting, persons
receiving a plurality of the votes cast, in person or by proxy, at the Annual
Meeting will be elected directors under Proposal No. 1. Proposal No. 2 requires
the affirmative vote of a majority of the votes cast, in person or by proxy, at
the Annual Meeting.
<PAGE> 5
In accordance with New York law, abstentions are not counted in
determining the votes cast in connection with the proposals. Votes withheld in
connection with the election of one or more of the nominees for director will
not be counted as votes cast for such individuals. Shares held in street name as
to which brokers have indicated "not voted" will be counted for purposes of
determining the existence of a quorum and will not be considered as votes cast
in determining the outcome of the proposals.
B. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND COMPANY MANAGEMENT
The following table sets forth certain information regarding the
ownership of Common Stock as of May 1, 1997 by (i) all of those known by the
Company to be owners of more than five percent (5%) of the outstanding shares of
Common Stock; (ii) each director of the Company; (iii) each of the executive
officers named below in Table I--1996 Summary Compensation Table under
"Executive Compensation"; and (iv) all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT OF CLASS
- ------------------- ---------------------- ----------------
<S> <C> <C>
The Wyant Voting Trusts 937,690 (2) 55.4%
c/o Wyant & Company Inc.
1475, 32nd Avenue
Lachine, Quebec
Wyant & Company Inc. 1,000,000 (3) 37.0%
1475, 32nd Avenue
Lachine, Quebec
Donald C. MacMartin 67,100 (4) 3.8%
(Chairman of the Board & C.E.O.)
Joseph H. Weinkam, Jr. 53,500 (5) 2.1%
(President & C.O.O.)
John C. Zisko 7,500 (6) 0.4%
(Former Vice President, Finance and Secretary)
Stephen A. Maskrey 7,500 (7) 0.4%
(Vice President, Sales)
James A. Wyant 0 (2)(3) 0.0%
(Vice Chairman of the Board & Corporate Secretary)
Gerald W. Wyant 0 (2) 0.0%
(A Director)
John B. Wight 12,000 (8) 0.7%
(A Director)
Jane M. Curtis 10,000 (9) 0.6%
(A Director)
Nicholas A. Gallopo 10,000 (10) 0.6%
(A Director)
</TABLE>
-2-
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT OF CLASS
- ------------------- ---------------------- ----------------
<S> <C> <C>
Thomas R.M. Davis 10,000 (11) 0.6%
(A Director)
All Directors and Officers as a Group 1,963,624 (12) 72.3%
(11 Persons)
</TABLE>
- ------------------
1. In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, a person is deemed to be the beneficial owner, for the
purposes of this table, of any shares of the Company if he or she has or
shares voting or investment power with respect to such security or has the
right to acquire beneficial ownership of any shares of the Company within
60 days of the Record Date. For purposes of calculating the percentage of
outstanding shares held by each person included in the table above, any
shares which such person has the right to acquire within 60 days of the
Record Date are deemed to be outstanding, but not for the purpose of
calculating the percentage ownership of any other person. Unless otherwise
noted, the persons as to whom the information is provided have sole voting
and investment power over the shares of the Company shown as beneficially
owned.
2. These shares of Common Stock are held pursuant to certain trust agreements
for the benefit of certain Canadian corporations owned by members of the
Wyant family as follows: (i) 315,690 shares held for the benefit of Wyant
& Company Inc. (formerly known as G.H. Wood + Wyant Inc.), a Canadian
corporation owned by members of the Wyant family (hereinafter "Wyant &
Company"); (ii) 238,000 shares held for the benefit of 3287858 Canada
Inc., a Canadian corporation wholly owned by Lynne Emond ("Lynneco");
(iii) 238,000 shares held for the benefit of Derek Wyant Holdings Inc., a
Canadian corporation wholly owned by John Derek Wyant, M.D. ("Derekco");
and (iv) 146,000 shares held for the benefit of 3323986 Canada Inc., a
Canadian corporation wholly owned by Gerald W. Wyant ("Geraldco"). The
shares held for the benefit of Wyant & Company, Lynneco and Derekco are
subject to a voting trust (the "First Voting Trust"), under which James A.
Wyant has sole and absolute discretion to vote and dispose of such shares.
After March 18, 2003, Wyant & Company, Lynneco and Derekco shall each have
the right to have up to ten percent of their respective shares released
from the First Voting Trust each year. The First Voting Trust will
terminate as of March 18, 2012, unless terminated earlier pursuant to its
terms. The shares held for the benefit of Geraldco are subject to the
terms of a separate voting trust (the "Second Voting Trust"), under which
James A. Wyant has sole and absolute discretion to vote such shares. The
terms of the Second Voting Trust limit the power of James A. Wyant and
Gerald W. Wyant to dispose of the shares, but provide James A. Wyant with
an option to purchase the shares pursuant to terms established thereunder.
The Second Voting Trust will terminate as of March 31, 2007, unless
terminated earlier pursuant to its terms. James A. Wyant, in his capacity
as voting trustee, may be deemed to be the beneficial owner of all the
shares held in the First and Second Voting Trusts but he disclaims
beneficial ownership of such shares, other than the shares held in the
First Voting Trust for the benefit of Wyant & Company.
3. These shares of Common Stock represent record ownership by Wyant & Company
of 1,000,000 shares of Class E Exchangeable Preferred Stock of Wood Wyant
Inc. ("Wood Wyant"), a wholly owned Canadian subsidiary of the Company
(the "Class E Preferred Stock"), which are exchangeable, on demand and
without additional consideration, for shares of Common Stock of the
Company on a one-for-one basis. Although Wyant & Company is the record
owner of the Class E Preferred Stock, under the terms of a written
agreement among Wyant & Company and certain of its shareholders, and by
virtue of Lynneco's and Derekco's respective interests in Wyant & Company,
each of Lynneco and Derekco is entitled to cause Wyant & Company to (i)
exchange up to 83,333 shares of the Class E Preferred Stock for an equal
number of shares of Common Stock and (ii) immediately thereafter, sell
such shares of Common Stock and deliver to Derekco and Lynneco the net
after-tax proceeds resulting from such sale. Accordingly, Wyant & Company
disclaims
-3-
<PAGE> 7
beneficial ownership of the Class E Preferred Stock with respect to which
Lynneco and Derekco retain investment control.
4. Includes 47,500 shares subject to stock options granted under the
Company's 1991 Stock Option Plan and 17,500 shares subject to stock
options granted under the Company's 1997 Stock Incentive Plan.
5. Includes 40,000 shares subject to stock options granted under the
Company's 1991 Stock Option Plan and 12,500 shares subject to stock
options granted under the Company's 1997 Stock Incentive Plan
6. Includes 7,500 shares subject to stock options granted under the Company's
1991 Stock Option Plan.
7. Includes 6,000 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 1,500 shares subject to stock options granted
under the Company's 1997 Stock Incentive Plan.
8. Includes 7,000 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 5,000 shares subject to stock options granted
under the Company's 1997 Stock Incentive Plan.
9. Includes 4,000 shares subject to stock options granted under the Company's
1991 Stock Option Plan and 6,000 shares subject to the Non-Employee
Director Options granted to Ms. Curtis on November 6, 1996 under the
Company's 1997 Stock Incentive Plan.
10. Includes 10,000 shares subject to the Non-Employee Director Options
granted to Mr. Gallopo on November 6, 1996 under the Company's 1997 Stock
Incentive Plan.
11. Includes 10,000 shares subject to the Non-Employee Director Options
granted to Mr. Davis on November 6, 1996 under the Company's 1997 Stock
Incentive Plan.
12. Includes 937,690 shares beneficially owned by the Wyant Voting Trusts,
833,334 shares of the Class E Preferred Stock beneficially owned by Wyant
& Company and 189,500 shares subject to options held by the directors and
executive officers of the Company.
C. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 18, 1997, Wood Wyant purchased the business and all operating
assets and assumed the operating liabilities of Wyant & Company (the
"Acquisition"). The consideration paid by Wood Wyant to Wyant & Company
consisted of the following: (i) Cdn.$5 million (US$3,649,635) financed by Wood
Wyant pursuant to two credit facilities established by the Company with First
Union National Bank; (ii) a promissory note in the amount of Cdn.$4,262,741
(US$3,111,490), subject to adjustment as described below (the "Note"), which
Note will be exchanged immediately after such adjustment for shares of Class A
Preferred Stock of Wood Wyant (the "Class A Preferred Stock") on the basis of
one share of Class A Preferred Stock of Wood Wyant for each Cdn.$1.00 of unpaid
principal of the Note, such shares having a liquidation preference of Cdn.$1.00
per share, and which shares will have a dividend rate of 4% per annum and will
be mandatorily redeemable over ten years pursuant to the terms thereof; (iii)
3,800,000 shares of Class B Preferred Stock of Wood Wyant (the "Class B
Preferred Stock") that are mandatorily redeemable over ten years pursuant to the
terms thereof, have a dividend rate of 3.999% per annum and have an aggregate
liquidation preference of Cdn.$3,800,000 (US$2,773,723); and (iv) 1,000,000
shares of Class E Preferred Stock having a liquidation preference per share of
one share of Common Stock, that are exchangeable at any time for Common Stock on
a share for share basis and are entitled to dividends equivalent, on a per share
basis, to any dividends paid by the Company on Common Stock.
-4-
<PAGE> 8
The amount of the Note included in such consideration is based on the
assumption that Wyant & Company's earnings for the period from January 1, 1996
to March 18, 1997 equaled Cdn.$2,700,000 (US$1,970,803) (without taking into
account a deferred tax liability that Wyant & Company expects to record from
January 1, 1996 to March 18, 1997 in the amount of approximately Cdn.$1,000,000
(US$729,927)). In the event that such earnings are greater or less than
Cdn.$2,700,000 (US$1,970,803), then the amount of the Note, and therefore the
shares of Class A Preferred Stock to be issued in exchange for the Note, will be
increased or decreased by a corresponding amount. The liabilities of Wyant &
Company assumed by Wood Wyant as a result of the Acquisition include bank term
debt in an amount of approximately Cdn.$4,727,000 (approximately US$3,450,365).
In connection with the Acquisition, as consideration for the sale of
the net operating assets of Wyant & Company, (i) James A. Wyant, Vice Chairman
of the Board and Corporate Secretary of the Company and a shareholder of Wyant &
Company, received from Wood Wyant, directly or indirectly, Cdn.$600,000
(US$437,956) in cash, 3,800,000 shares of Class B Preferred Stock and 833,334
shares of Class E Preferred Stock, and will receive 762,741 shares of Class A
Preferred Stock (subject to adjustment as described above) after the exchange of
the Note as described above, (ii) Gerald W. Wyant, James A. Wyant's father and a
director of the Company, received from Wood Wyant, directly or indirectly,
Cdn.$2,400,000 (US$1,751,825) in cash and (iii) the siblings of James A. Wyant,
as shareholders of Wyant & Company, received from Wood Wyant, directly or
indirectly, an aggregate of Cdn.$2,000,000 (US$1,459,854) and 166,666 shares of
Class E Preferred Stock and will receive 3,500,000 shares of Class A Preferred
Stock (subject to adjustment as described above) after the exchange of the Note
as described above.
The Acquisition was negotiated on behalf of the Company by a special
committee composed of disinterested members of the Board of Directors. The
special committee, which engaged a financial advisor, Houlihan, Lokey, Howard &
Zukin, Inc. ("Houlihan Lokey"), and legal counsel, concluded that the terms and
conditions of the Acquisition were fair to the Company's shareholders and that
the consummation of the Acquisition on such terms and conditions was in the
interests of the Company's shareholders. Houlihan Lokey rendered its opinion
setting forth its view that the Acquisition was fair from a financial point of
view to the Company's shareholders. The Acquisition was approved by the
shareholders of the Company at a special meeting of such shareholders that took
place on March 17, 1997.
Pursuant to an employment agreement with Wood Wyant, James A. Wyant
serves as Vice Chairman of Wood Wyant and receives an annual base salary of
Cdn.$215,000 (US$156,934), subject to annual increases based on the increase, if
any, in the Consumer Price Index of Canada. He also will receive bonus
compensation in accordance with the policy covering vice presidents of Wood
Wyant and certain other benefits. Unless it is terminated earlier pursuant to
its terms, such employment agreement will expire on December 31, 2001, subject
to extension on a year-to-year basis thereafter. Mr. Wyant also serves as Vice
Chairman of the Board of the Company and was appointed Corporate Secretary of
the Company on March 17, 1997.
-5-
<PAGE> 9
During 1996, the law firm of McCarthy Tetrault has provided legal
services to the Company and Wood Wyant. Thomas R.M. Davis, a director of the
Company, is a member of the law firm of McCarthy Tetrault.
All conversions from Canadian to United States dollars in this section
are based on an exchange rate of US$1.00 to Cdn.$1.37.
D. EXECUTIVE COMPENSATION
i. SUMMARY COMPENSATION TABLES
The following table summarizes compensation earned in 1996, 1995 and
1994 by the Chief Executive Officer and the only other executive officers whose
1996 salary and bonus exceeded $100,000 (the "named officers").
TABLE 1
1996 SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NUMBER OF
SHARES
ALL OTHER COVERED OTHER
NAME ANNUAL BY LONG-TERM
AND PRINCIPAL POSITIONS YEAR SALARY BONUS COMPENSATION STOCK OPTIONS COMPENSATION
- ----------------------- ---- ------ ----- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
DONALD C. MACMARTIN (1) 1996 -0- -0- -0- 47,000 -0-
Chief Executive Officer 1995 -0- -0- -0- 8,000 -0-
appointed 3/14/96 1994 -0- -0- -0- -0- -0-
GERALD W. WYANT (1) 1996 -0- -0- -0- -0- -0-
Chief Executive Officer 1995 -0- -0- -0- -0- -0-
resigned 3/14/96 1994 -0- -0- -0- -0- -0-
JOSEPH H. WEINKAM, JR. 1996 $207,511 $31,500 -0- 30,000 -0-
President and 1995 115,384 22,500 -0- 15,000 -0-
Chief Operating Officer 1994 -0- -0- -0- -0- -0-
appointed 5/24/95
JOHN C. ZISKO 1996 115,000 5,000 -0- 6,000 -0-
Vice President, Finance 1995 48,653 5,000 -0- 4,000 -0-
and Secretary 1994 -0- -0- -0- -0- -0-
appointed 7/7/95 (2)
STEPHEN A. MASKREY 1996 100,000 5,000 $6,000 (3) 8,000 -0-
Vice President, Sales 1995 97,282 5,000 6,000 (3) -0- -0-
appointed 10/17/94 1994 16,628 -0- 1,000 (3) -0- -0-
</TABLE>
- ------------------
1. Neither Gerald W. Wyant nor Donald C. MacMartin received any compensation
for services to the Company except for the stock options received by Mr.
MacMartin which are included on Tables 1, 2 and 3.
2. John C. Zisko's employment with the Company was terminated on April 9,
1997.
-6-
<PAGE> 10
3. Automobile allowance.
The following tables identify 1996 fiscal-year option grants and
exercises by the named officers and reports a valuation of their options.
TABLE 2
1996 INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NO. OPTIONS POTENTIAL REALIZED
OF SECURITIES GRANTED TO VALUE AT ASSUMED
UNDERLYING EMPLOYEES EXERCISE ANNUAL RATE OF STOCK
OPTIONS IN FISCAL PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED YEAR ($/SH) DATE FOR OPTION TERM
- ---- ------- ---- ------ ---- -----------------------
5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Donald C. MacMartin 47,000 7.50 06/11/06 222,075 560,475
35,000 25.6% 5.25 11/06/06 115,763 292,163
Joseph H. Weinkam, Jr. 30,000 7.50 06/11/06 141,750 357,750
25,000 17.1% 5.25 11/06/06 82,688 208,688
John C. Zisko 6,000 1.9% 7.50 06/11/06 28,350 71,550
Stephen A. Maskrey 8,000 7.50 06/11/06 37,800 95,400
3,000 3.4% 5.25 11/06/06 9,923 25.043
</TABLE>
TABLE 3
1996 STOCK OPTIONS TABLE
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE NUMBER OF SHARES COVERED VALUE OF UNEXERCISED
ACQUIRED ON REALIZED BY UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME EXERCISE $ DECEMBER 31, 1996 DECEMBER 31, 1996(1)
- ---- ---------------- -------------- ------------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Donald C. MacMartin -0- -0- 40,000 50,000 -0- -0-
Joseph H. Weinkam, Jr. -0- -0- 35,000 35,000 -0- -0-
John C. Zisko -0- -0- 5,000 5,000 -0- -0-
Stephen A. Maskrey -0- -0- 4,000 7,000 -0- -0-
</TABLE>
- ---------------------
(1) Based on the price of $4.63 per share, the closing price of the shares on
Nasdaq on December 31, 1996.
ii. REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation program is based upon creating
shareholder value. All executive activities including Company strategic
planning, management initiatives and overall financial performance are focused
on increasing shareholder value. The Compensation Committee of the Board has
established a program to:
-7-
<PAGE> 11
- Reward executives for long-term strategic management and the
enhancement of shareholder value.
- Integrate compensation programs with the Company's annual and
long-term strategic planning.
- Support a performance-oriented environment that rewards performance
not only with respect to Company goals but also Company performance
as compared to industry performance levels.
The total compensation program consists of both cash and equity-based
compensation. The Compensation Committee determines the level of salary and
bonuses, if any, for key executive officers based upon competitive norms. Actual
salary changes are based upon performance.
Long term incentives are provided through the issuance of stock
options, pursuant to the Company's 1991 Stock Option Plan and 1997 Stock
Incentive Plan. The 1997 Stock Incentive Plan also permits the granting of other
types of stock-based awards. The Board has the power, subject to the provisions
of these plans, to determine the persons to whom and the dates on which awards
will be granted, the number of shares subject to each award and the term and
other conditions applicable to each award.
During 1996, Gerald W. Wyant served as Chairman of the Board and Chief
Executive Officer of the Company until March 14, 1996 and Donald C. MacMartin
served in these positions for the balance of the year. Neither Mr. Wyant nor Mr.
MacMartin received any compensation for services to the Company, except for
stock options received by Mr. MacMartin which are included in Tables 1, 2 and 3
of the Summary Compensation Tables in Section D.i, above.
Compensation Committee
----------------------
Donald C. MacMartin (Chair)
Jane M. Curtis
Thomas R.M. Davis
John B. Wight
iii. EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER
The Company has an employment agreement with Gerald W. Wyant, pursuant
to which Mr. Wyant serves as Chairman Emeritus of the Company and receives an
annual base salary of US$237,000 and certain other benefits. Unless it is
terminated earlier pursuant to its terms, such employment agreement will expire
on December 31, 2001, subject to extension on a year-to-year basis thereafter.
-8-
<PAGE> 12
iv. PERFORMANCE GRAPH
Set forth below is a line graph comparing cumulative total shareholder
return, over five years, upon an investment in the Common Stock with
(artificially aggregated) an equivalent investment in (a) NASDAQ market
companies (U.S.), and (b) those in NASDAQ's Paper and Allied Products index.
Comparison of Five Year Cumulative Total Returns
The following table provides a tabular presentation, on a
year-end basis, of the performance graph included in the printed proxy statement
provided to shareholders:
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Company $100.00 $ 91.3 $108.7 $126.1 $119.6 $ 80.4
Nasdaq Stock Market 100.00 116.4 133.6 130.6 184.7 227.1
(U.S. Companies)
Nasdaq Stocks of paper and 100.00 124.0 137.6 148.2 161.7 209.0
milled production companies
(SIC 2600-2699 U.S.
Companies)
</TABLE>
Notes: A. The data presented on the above table was prepared by the
Center for Research in Securities Prices.
B. Each entry represents an annual index level derived from
compounded daily returns that include all dividends.
C. The indices have been adjusted to reflect changes in the
market capitalization of the companies included within each of
the indices.
D. If the last day of the year was not a trading day, the
preceding trading day was used.
E. The index level for purposes of the table was set at $100.00
as of December 31, 1990.
v. STANDING COMMITTEES OF THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors has no Nominating Committee, but the
Board as a whole nominates director candidates.
-9-
<PAGE> 13
The Board met nine times in 1996 to review financial information,
general circumstances in respect of the Company's business and matters relating
to the Acquisition.
The Executive Committee, comprised of Donald C. MacMartin, Joseph H.
Weinkam, Jr., Gerald W. Wyant and James A. Wyant, met eight times in 1996 to
review financial information and strategic business issues.
The Audit Committee, comprised of Jane M. Curtis, Nicholas A. Gallopo,
John B. Wight and James A. Wyant, met four times during 1996 to review financial
reporting matters and to discuss audit, internal control and other matters.
The Compensation Committee, comprised of Jane M. Curtis, Thomas R.M.
Davis, Donald C. MacMartin and John B. Wight, met five times during 1996 to
consider compensation principles and practices and the amounts to be paid to
officers and senior employees.
The Stock Option Committee, comprised of Jane M. Curtis, Thomas R.M.
Davis and Nicholas A. Gallopo, met once during 1996 to consider the grants of
options to employees of the Company.
Donald C. MacMartin serves on the Compensation Committee of the Board
and is also an executive officer of the Company. However, Mr. MacMartin does not
participate in any decisions of the Compensation Committee concerning his own
compensation.
During 1996, all directors of the Company attended 75% or more of the
meetings of the Board of Directors and the committees on which they served.
vi. COMPENSATION OF DIRECTORS
Prior to June 1996, each director of the Company who was not an
employee of the Company or of Wyant & Company received an annual director's fee
of $5,000 paid in equal quarterly installments. As of June 1, 1996, this fee was
increased to $8,000 annually. In addition, under the Company's 1997 Stock
Incentive Plan, options to purchase Common Stock at $5.25 per share were awarded
during 1996 to the following directors: Jane M. Curtis (6,000 shares), Thomas
R.M. Davis (10,000 shares) and Nicholas A. Gallopo (10,000 shares). Under this
plan, each new non-employee director of the Company will receive an option to
purchase 10,000 shares of Common Stock upon joining the Company's Board of
Directors and each continuing non-employee director will receive an option to
purchase 1,000 shares of Common Stock for each year of service on the Board. The
exercise price of each such option will be equal to the fair market value of the
covered shares at the time the option is granted.
Separately, on June 11, 1996, John B. Wight, a director, was awarded an
option to purchase 3,000 shares of Common Stock at $7.50 per share under the
Company's 1991 Stock Option Plan and an option to purchase 10,000 shares of
Common Stock at $5.25 per share under the Company's 1997 Stock Incentive Plan.
-10-
<PAGE> 14
E. RELATED DIRECTORS AND/OR OFFICERS
Gerald W. Wyant and his son, James A. Wyant, are directors of the
Company.
F. REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this statement has
the power to revoke it at any time before its exercise. It may be revoked by
filing with the Secretary of the Company at the Company's principal executive
office an instrument of revocation or a duly executed proxy bearing a later date
or by a proxy holder attending the Annual Meeting and voting in person.
G. SOLICITATION OF PROXIES
It is estimated that the costs associated with proxy solicitation will
be approximately $20,000. The Company will bear the entire cost of solicitation,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional material furnished to shareholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
for forwarding of such material to beneficial owners. The Company may reimburse
such persons for their forwarding costs. Original solicitation of proxies by
mail may be supplemented by telephone, telegram or personal solicitation by
directors, officers or employees of the Company. No additional compensation will
be paid for any such services.
H. SHAREHOLDER PROPOSALS FOR 1998
Proposals of the shareholders that are intended to be presented at the
Company's 1998 Annual Meeting of Shareholders must be received by the Company
not later than January 5, 1998 in order to be included in the proxy statement
and proxy relating to that meeting.
I. THE COMPANY'S ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission, may be
obtained by writing to the Corporate Secretary of the Company.
-11-
<PAGE> 15
II. MANAGEMENT PROPOSALS
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Eight directors are to be elected by the shareholders at the Annual
Meeting, each for a one-year term. The Company's directors hold office until the
next Annual Meeting of Shareholders and until successors are elected and have
been qualified or until death, resignation or removal.
Set forth below is information as of May 5, 1997 regarding the Board's
nominees for election, each of whom has agreed to serve if elected.
RICHARD J. CHARLES, age 66, a candidate for director, was a director of
Wyant & Company from 1995 to March 1997. He has been Vice President -- Customer
Service and Subsidiaries of the Paper Converting Machine Company of Green Bay,
Wisconsin for 15 years.
THOMAS R.M. DAVIS, age 49, an interim director since 1996 and candidate
for director, has been counsel to Wyant & Company, an affiliate of the Company,
since 1987 and a partner in the Canadian law firm of McCarthy Tetrault of
Montreal since 1980.
NICHOLAS A. GALLOPO, age 64, an interim director since 1996 and
candidate for director, is a consultant and Certified Public Accountant. He
retired as a partner of Arthur Andersen L.L.P. in 1995 after 31 years with the
firm. He has also served as a director of Neuman Drug Company in 1995 and 1996.
DONALD C. MACMARTIN, age 54, a director since 1995, was President of
Wyant & Company, an affiliate of the Company, from 1994 until March 1997 and
became Chairman, President and Chief Executive Officer of Wood Wyant (the
Company's wholly owned Canadian subsidiary) in March 1997. Prior to that, he was
President of Canstar Sports Inc. of Montreal, Quebec from 1992 to 1994 and
President of Corby Distilleries Ltd. of Montreal, Quebec from 1989 to 1992.
Since 1996, Mr. MacMartin has served as the Company's Chief Executive Officer
and the Chairman of the Board of Directors.
JOSEPH H. WEINKAM, JR., age 52, a director since 1995, has been
President and Chief Operating Officer of the Company since 1995. Prior to that,
Mr. Weinkam held various executive level posts with Johnson & Johnson since 1977
in Texas and New Jersey. Mr. Weinkam has also been a director of Wood Wyant (the
Company's wholly owned Canadian subsidiary) since March 1997.
JOHN B. WIGHT, age 71, a director since 1995, is a Canadian Chartered
Accountant. He was a director of Wyant & Company, an affiliate of the Company,
from 1988 until March 1997.
-12-
<PAGE> 16
GERALD W. WYANT, age 79, a director since 1990, was Chairman of the
Board of Directors of Wyant & Company, an affiliate of the Company, from its
inception in 1950 until March 1997. He served as Chairman of the Company's Board
of Directors from 1995 to 1996 and became its Chairman Emeritus in March 1997.
JAMES A. WYANT, age 44, a director since 1990, has served as
Vice-Chairman of the Board of Directors since 1995 and was appointed Corporate
Secretary of the Company in March 1997. He was President and a director of Wyant
& Company, an affiliate of the Company, from 1986 until 1994, subsequently
served as Vice Chairman of the Board of Directors until March 1997 and became
President and Secretary of Wyant & Company in March 1997. Mr. Wyant has also
been a director and Vice Chairman of the Board of Directors of Wood Wyant (the
Company's wholly owned Canadian subsidiary) since March 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF EACH OF THE NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL
VOTE THE PROXIES THEY RECEIVE FOR THOSE NOMINEES.
PROPOSAL NO. 2
APPROVAL OF APPOINTMENT OF AUDITORS
On April 21, 1997, the firm of Arthur Andersen LLP (the "Former
Auditors") was notified that it was being dismissed as the independent certified
public accountants of the Company as of such date and that the firm of Ernst &
Young LLP (the "Current Auditors") had been engaged as of such date as the
independent certified public accountants of the Company. The decision to dismiss
the Former Auditors and to engage the Current Auditors was approved by the Board
of Directors. The appointment of the Current Auditors shall continue at the
pleasure of the Board of Directors, subject to approval by the shareholders at
the Annual Meeting.
The Former Auditors had served as independent public accountants for
the Company since 1990. The Report of the Independent Public Accountants of the
Former Auditors on the consolidated financial statements of the Company and
subsidiaries as of December 31, 1996 expressed an unqualified opinion. There
were no reportable events (as defined in Regulation S-K, Item 304(a)(1)(v)) or
disagreements with the Former Auditors on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure that
were not resolved to the satisfaction of the Former Auditors during the past two
fiscal years and through April 21, 1997.
The Board of Directors expects that one or more representatives of the
Former Auditors and the Current Auditors will be present at the meeting. The
Former Auditors and the Current Auditors will then be given the opportunity to
make a statement and will be available to respond to appropriate questions.
-13-
<PAGE> 17
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
APPROVAL OF THE APPOINTMENT OF THE CURRENT AUDITORS (PROPOSAL NO. 2). UNLESS
OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES THEY RECEIVE IN
FAVOR OF PROPOSAL NO. 2.
By Order of the Board of Directors
/s/ Joseph H. Weinkam, Jr.
President & Chief Operating Officer
Somerville, New Jersey
May 5, 1997
-14-
<PAGE> 18
WYANT CORPORATION APPENDIX A
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JUNE 5, 1997
THE UNDERSIGNED, REVOKING ALL PRIOR PROXIES, HEREBY APPOINTS JAMES A.
WYANT AND JOHN B. WIGHT, OR EACH OR EITHER OF THEM, WITH FULL POWER OF
SUBSTITUTION, AS PROXY OR PROXIES OF THE UNDERSIGNED, TO VOTE ALL SHARES OF
COMMON STOCK OF WYANT CORPORATION THAT THE UNDERSIGNED WOULD BE ENTITLED TO VOTE
IF PERSONALLY PRESENT AT THE ANNUAL MEETING OF SHAREHOLDERS OF WYANT CORPORATION
TO BE HELD ON JUNE 5, 1997, AT 11:00 A.M. LOCAL TIME, AT THE OFFICES OF WYANT
CORPORATION, 100 READINGTON ROAD, SOMERVILLE, NEW JERSEY, OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF, INCLUDING, WITHOUT LIMITING SUCH GENERAL AUTHORIZATION,
THE FOLLOWING PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT:
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors. FOR WITHHELD FOR, EXCEPT VOTE
[ ] [ ] WITHHELD FROM THE
FOLLOWING NOMINEE(S):
Nominees: Richard J. Charles, Thomas R.M. Davis, Nicholas A. -----------------
Gallopo, Donald C. MacMartin, Joseph H. Weinkam, Jr., John B. -----------------
Wight, Gerald W. Wyant, James A. Wyant -----------------
2. Approval of appointment of Ernst & Young LLP, as independent auditors FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Such other matters as may properly come before the meeting or any
adjournments thereof.
</TABLE>
(Continued and to be signed on reverse side)
<PAGE> 19
(Continued from other side)
[ ]
I plan to attend the Annual Meeting on June 5, 1997
(change of address/comments)
- ------------------------------------------------
- ------------------------------------------------
- ------------------------------------------------
- ------------------------------------------------
ABSTENTIONS WILL BE COUNTED FOR PURPOSES OF
DETERMINING WHETHER A QUORUM IS PRESENT.
WITH RESPECT TO THE VOTES REPRESENTED IN
PROPOSAL 1 AND 2 ABOVE, VOTES WITHHELD OR
ABSTENTIONS WILL NOT BE COUNTED IN
CONNECTION WITH THE APPROVAL OF THE MATTER.
THIS PROXY IS BEING SOLICITED BY THE
MANAGEMENT OF WYANT CORPORATION AND WILL BE
VOTED AS SPECIFIED. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
THE UNDERSIGNED AGREES THAT SAID PROXIES MAY
VOTE IN ACCORDANCE WITH THEIR DISCRETION
WITH RESPECT TO ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING. THE
UNDERSIGNED INSTRUCTS SUCH PROXIES TO VOTE
AS DIRECTED ON THE REVERSE SIDE.
Dated: -----------------------------------,
1997
-------------------------------------------
Signature of Shareholder(s)
-------------------------------------------
Signature of Shareholder(s)
THIS PROXY SHOULD BE DATED, SIGNED BY THE
SHAREHOLDER(S) AND RETURNED PROMPTLY IN THE
ENCLOSED ENVELOPE. PERSONS SIGNING IN A
FIDUCIARY CAPACITY SHOULD SO INDICATE.
-2-
