SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
WYANT CORPORATION
-----------------
(Name of Issuer)
Common Stock, Par Value $.01
----------------------------
(Title of Class of Securities)
441069101
--------------
(CUSIP Number)
Donald C. MacMartin Kenneth E. Adelsberg
Wyant & Company Inc. Winthrop, Stimson, Putnam
1475 32nd Avenue & Roberts
Lachine (Quebec) H8T 3J1 New York, New York 10004
514-636-9926 212-858-1000
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 18, 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: |_|
Check the following box if a fee is being paid with this Statement: |_|
Page 1
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wyant & Company Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 1,315,690, of which 1,000,000 shares is
represented by the right to exchange
1,000,000 shares of Class E Preferred
Stock of Wood Wyant Inc. (See Items 4
and 5)
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,315,690, of which 1,000,000 shares is
represented by the right to exchange
1,000,000 shares of Class E Preferred
Stock of Wood Wyant Inc. (See Items 4
and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred Stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 622,000
shares of Common Stock.
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4%; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 2
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James A. Wyant
- --------------------------------------------------------------------------------
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
Canada
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 1,937,690, of which 1,000,000 is
WITH represented by the right to exchange
1,000,000 shares of Class E Preferred
Stock of Wood Wyant Inc. (See Items 4
and 5)
---------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
1,791,690, of which 1,000,000 is
represented by the right to exchange
1,000,000 shares of Class E Preferred
Stock of Wood Wyant Inc. (See Items 4
and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred Stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4%; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 3
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Derek Wyant
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF; OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 321,333, of which 83,333 is represented
WITH by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
----------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
321,333, of which 83,333 is represented
by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 699,690
shares of Common Stock, plus 916,667 shares of Common Stock
receivable after exchange of Class E Preferred Stock of Wood
Wyant Inc.
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4%; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lynne Emond
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF; OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNE BY 8. SHARED VOTING POWER
EACH PERSON 321,333, of which 83,333 is represented
WITH by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5),000 (See Items
4 and 5)
---------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
321,333, of which 83,333 is represented
by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 699,690
shares of Common Stock, plus 916,667 shares of Common Stock
receivable after exchange of Class E Preferred Stock of Wood
Wyant Inc.
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 5
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald W. Wyant
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF; OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 146,000 (See Items 4 and 5)
WITH ---------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
0 (See Items 4 and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 791,690
shares of Common Stock, plus 1,000,000 shares of Common Stock
receivable after exchange of Class E Preferred Stock of Wood
Wyant Inc.
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 6
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Derek Wyant Holdings, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF; OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 321,333, of which 83,333 is represented
WITH by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
---------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
321,333, of which 83,333 is represented
by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 699,690
shares of Common Stock, plus 916,667 shares of Common Stock
receivable after exchange of Class E Preferred Stock
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4%; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 7
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3287858 Canada Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF; OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 321,333, of which 83,333 is represented
WITH by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
---------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
321,333, of which 83,333 is represented
by the right to exchange 83,333 shares
of Class E Preferred Stock of Wood Wyant
Inc. (See Items 4 and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 669,690
shares of Common Stock, plus 916,667 shares of Common Stock
receivable after exchange of Class E Preferred Stock
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4%; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 8
<PAGE>
SCHEDULE 13D
- ----------------------------------------
CUSIP NO. 441069101
- ----------------------------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3323986 Canada Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF; OO
- --------------------------------------------------------------------------------
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
SHARES 0
BENEFICIALLY ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH PERSON 146,000 (See Items 4 and 5)
WITH ---------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------
10. SHARED DISPOSITIVE POWER
0 (See Items 4 and 5)
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,690 shares of Common Stock, of which 1,000,000 shares is
represented by the right to acquire 1,000,000 shares of Common
Stock through exchange of 1,000,000 shares of Class E
Preferred stock of Wood Wyant Inc.
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|X|
Reporting Person disclaims beneficial ownership of 791,690
shares of Common Stock, plus 1,000,000 shares of Common Stock
receivable after exchange of Class E Preferred Stock
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.4%; 72% if right of exchange is exercised
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 9
<PAGE>
AMENDMENT NO. 13
TO
SCHEDULE 13D
The Items identified below are amended. Capitalized terms used
herein which have not been defined shall have the meaning ascribed to them in
the initial filing of the Schedule 13D dated May 14, 1990 and any amendments
thereto.
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of Wyant Corporation (f/k/a Hosposable Products, Inc.), a
New York corporation (the "Company"), the principal executive offices of which
are located at 100 Readington Road, Somerville, New Jersey 08876.
Item 2. Identity and Background.
This statement is being filed on behalf of the following corporations
and individuals (the "Filing Parties"), which together may constitute a group
pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the
"Act"):
A. Wyant & Company Inc.
B. James A. Wyant.
C. John Derek Wyant.
D. Lynne Emond.
E. Gerald W. Wyant.
F. Derek Wyant Holdings Inc.
G. 3287858 Canada Inc.
H. 3323986 Canada Inc., a corporation incorporated under the
Canada Business Corporations Act ("New Geraldco"). New
Geraldco is wholly owned by Gerald W. Wyant and its principal
business is to hold and preserve shares of Common Stock for
Gerald W. Wyant. New Geraldco's directors are Gerald W. Wyant
and James A. Wyant, and its officers are James A. Wyant, who
is President and Secretary, and Lynn Grassby, who is Assistant
Secretary. New Geraldco maintains its principal address at
1475 32nd Avenue, Lachine, Quebec H8T 3J1.
During the last five years, none of the Filing Parties nor any of their
respective directors and officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
Page 10
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
This statement is being filed in connection with the closing of the
acquisition (the "Closing") by Wood Wyant Inc. (f/k/a 3290441 Canada Inc.)
("Sub"), a Canadian corporation wholly owned by the Company, of the business and
all operating assets of Wyant & Company Inc. (f/k/a G.H. Wood + Wyant Inc.), a
corporation incorporated under the Canada Business Corporations Act ("Wyant"),
pursuant to the terms and conditions of the Asset Purchase Agreement dated as of
November 12, 1996 and amended as of January 22, 1997 among the Company, Sub and
Wyant.
The sale and transfer of the shares of Common Stock referred to below
were expressly conditioned upon, and became effective as of, the Closing. Such
sales and transfers were made pursuant to the terms and conditions of (i)
separate Memoranda of Agreement, each dated as of September 3, 1996 between
Wyant and certain of its shareholders (collectively, the "Memoranda"), (ii) a
Voting Trust Agreement dated as of March 18, 1997 (the "Voting Trust Agreement")
among Wyant, McCarthy Tetrault, as depositary (the "Depositary"), James A.
Wyant, as voting trustee (the "Voting Trustee"), 3287858 Canada Inc., a
corporation wholly owned by Lynne Emond and incorporated under the Canada
Business Corporations Act ("Lynneco"), and Derek Wyant Holdings Inc. (f/k/a
1186020 Ontario Limited), a corporation wholly owned by John Derek Wyant and
incorporated under the Business Corporations Act (Ontario) ("Derekco"), and
(iii) a Voting Trust Agreement dated as of March 14, 1997 (the "Geraldco Voting
Trust Agreement") among McCarthy Tetrault, as depositary (the "Geraldco
Depositary"), James A. Wyant, as voting trustee (the "Geraldco Voting Trustee"),
and New Geraldco.
As of September 3, 1996, pursuant to the Memoranda, Wyant sold (i)
146,000 shares (the "Geraldco Shares") of Common Stock to 3271706 Canada Inc., a
corporation wholly owned by Gerald W. Wyant and incorporated under the Canada
Business Corporations Act ("Old Geraldco"), (ii) 238,000 shares (the "Lynneco
Shares") of Common Stock to Lynneco, and (iii) 238,000 shares (the "Derekco
Shares") of Common Stock to Derekco, thereby leaving Wyant with 315,690 shares
(the "Wyant Shares") of Common Stock. On March 13, 1997, Old Geraldco
transferred the Geraldco Shares to New Geraldco. As of March 18, 1997, (i)
pursuant to the Voting Trust Agreement, Lynneco, Derekco and Wyant deposited the
Lynneco Shares, the Derekco Shares and the Wyant Shares (collectively, the
"Deposited Shares"), respectively, with the Depositary and (ii) pursuant to the
Geraldco Voting Trust Agreement, New Geraldco deposited the Geraldco Shares with
the Geraldco Depositary.
The aforesaid discussion is a summary of only certain provisions of the
Memoranda, which is incorporated herein by reference as Exhibit B. Such summary
is qualified in its entirety by reference to the Memoranda.
Pursuant to the Voting Trust Agreement, the Voting Trustee possesses
and is entitled to exercise, in his sole and absolute discretion, the right to
vote or take part in any corporate or shareholders' action with respect to the
Deposited Shares. Also, the Voting Trustee has the right, at any time and from
time to time, to sell the Deposited Shares subject to the provisions of the
Voting Trust Agreement. After six years, Derekco, Lynneco and Wyant shall each
have the right to have up to a specified percentage of their respective
Deposited Shares released each year from the voting trust. Except as otherwise
provided in the Voting Trust Agreement, the Deposited Shares and the voting
trust certificates representing the Deposited Shares are not transferable.
The aforesaid discussion is a summary of only certain provisions of the
Voting Trust Agreement, which is incorporated herein by reference to Exhibit C.
Such summary is qualified in its entirety by reference to the Voting Trust
Agreement.
Page 11
<PAGE>
Pursuant to the Geraldco Voting Trust Agreement, the Geraldco Voting
Trustee possesses and is entitled to exercise, in his sole and absolute
discretion, the right to vote or take part in any corporate or shareholders'
action with respect to the Geraldco Shares. Also, the Geraldco Voting Trustee
has the right, at any time and from time to time, to purchase the Geraldco
Shares subject to the provisions of the Geraldco Voting Trust Agreement. Except
as otherwise provided in the Geraldco Voting Trust Agreement, the Geraldco
Shares and the voting trust certificate representing the Geraldco Shares are not
transferable.
The aforesaid discussion is a summary of only certain provisions of the
Geraldco Voting Trust Agreement, which is attached hereto as Exhibit D. Such
summary is qualified in its entirety by reference to the Geraldco Voting Trust
Agreement.
In addition to the foregoing, under the terms and conditions of an
Agreement dated May 2, 1996 among Wyant and certain of its shareholders (the
"Wyant Agreement") and by virtue of Derekco's and Lynneco's respective ownership
of Class X and Class XI preferred shares of Wyant, each of Derekco and Lynneco
is entitled to cause Wyant to (i) exchange up to 83,333 of Wyant's 1,000,000
shares of Class E Preferred Stock of Sub 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.
The aforesaid discussion is a summary of only certain provisions of the
Wyant Agreement, which is incorporated herein by reference to Exhibit E. Such
summary is qualified in its entirety by reference to the Wyant Agreement.
Item 5. Interest in Securities of the Issuer.
(a) After giving effect to the transactions consummated at the Closing,
each of the Filing Parties who, together may comprise a group within the meaning
of Section 13(d)(3) of the Act, is the beneficial owner of 937,690 shares of
Common Stock, or 55.4% of the outstanding shares of Common Stock (based upon
1,692,476 outstanding shares of Common Stock). Upon the exchange of 1,000,000
shares of Class E Preferred Stock of Wood Wyant Inc., each such Filing Party
will be the beneficial owner of 1,937,690 shares of Common Stock, or 72% of the
then outstanding shares of Common Stock (based upon 2,692,476 shares of Common
Stock).
Each of the Filing Parties disclaims beneficial ownership to
all shares of Common Stock, except for:
1. Wyant, with respect to the Wyant Shares and 1,000,000
shares of Common Stock receivable after the exchange
of 1,000,000 shares of Class E Preferred Stock of
Wood Wyant Inc.
2. John Derek Wyant and Derekco, with respect to the
Derekco Shares and 83,333 shares receivable after the
exchange of 83,333 shares of Class E Preferred Stock
of Wood Wyant Inc.
3. Lynne Emond and Lynneco, with respect to the Lynneco
Shares and 83,333 shares receivable after the
exchange of 83,333 shares of Class E Preferred Stock
of Wood Wyant Inc.
4. Gerald W. Wyant and New Geraldco, with respect to the
Geraldco Shares.
Page 12
<PAGE>
(b) None of the Filing Parties has the sole or shared power to vote or
to direct the vote and to direct the disposition of any shares of Common Stock
owned by each of them as described in paragraph (a), except for:
1. Wyant, which has the shared power to vote and the
shared dispositive power over the Wyant Shares and
1,000,000 shares of Common Stock receivable after the
exchange of the Class E Preferred Stock of Wood Wyant
Inc.
2. James A. Wyant is deemed to have the shared power to
direct the vote and to direct the disposition of all
shares directly owned by Wyant (which shares total
1,315,690) by virtue of his ownership of all of the
voting stock of Wyant. In addition, James A. Wyant
has the shared power to direct the vote of the
Derekco Shares, the Lynneco Shares and the Geraldco
Shares, and the shared dispositive power over the
Derekco Shares and the Lynneco Shares.
3. Derekco has the shared power to direct the vote and
to direct the disposition of the Derekco Shares and
the 83,333 shares of Common Stock receivable after
the exchange of the Class E Preferred Stock of Wood
Wyant Inc.
4. John Derek Wyant is deemed to have the shared power
to direct the vote and to direct the disposition of
all shares directly owned by Derekco by virtue of his
ownership of all of the voting stock of Derekco.
5. Lynneco has the shared power to direct the vote and
to direct the disposition of the Lynneco Shares and
the 83,333 shares of Common Stock receivable after
the exchange of the Class E Preferred Stock.
6. Lynne Emond is deemed to have the shared power to
direct the vote and to direct the disposition of all
shares directly owned by Lynneco by virtue of her
ownership of all of the voting stock of Lynneco.
7. New Geraldco has the shared power to direct the vote
of the Geraldco Shares.
8. Gerald W. Wyant is deemed to have the shared power to
direct the vote and to direct the disposition of all
shares directly owned by New Geraldco by virtue of
his ownership of all of the voting stock of New
Geraldco.
(c) There have been no transactions in the Common Stock that were
effected over the past 60 days, other than described herein.
(d) Except as otherwise disclosed herein, no other person has the right
to receive or the power to direct receipt of dividends from, or the proceeds of
the sale of, such Common Stock.
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Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement, dated March 31, 1997, among Wyant &
Company Inc., James A. Wyant, John Derek Wyant, Lynne Emond,
Gerald W. Wyant, Derek Wyant Holdings, Inc., 3287858 Canada
Inc. and 3323986 Canada Inc.
Exhibit B Memorandum of Agreement dated as of September 3, 1996 between
G.H. Wood + Wyant Inc. and John Derek Wyant; Memorandum of
Agreement, dated as of September 3, 1996 between G.H. Wood +
Wyant Inc. and Lynne Emond; and Memorandum of Agreement, dated
as of September 3, 1996 between G.H. Wood + Wyant Inc. and
Gerald W. Wyant (each incorporated by reference to Exhibits E,
F and G, respectively, of Amendment No. 11 to Schedule 13D
dated October 9, 1996 and filed on October 29, 1996)
Exhibit C Voting Trust Agreement dated as of March 18, 1997 among
Wyant & Company Inc., McCarthy Tetrault, as depositary, James
A. Wyant, as voting trustee, 3287858 Canada Inc., and Derek
Wyant Holdings Inc. (f/k/a 1186020 Ontario Limited)
(incorporated by reference to Exhibit C of Amendment No. 12 to
Schedule 13D dated December 3, 1996 and filed on December 13,
1996 ("Amendment No. 12")).
Exhibit D Voting Trust Agreement dated as of March 14, 1997 among
McCarthy Tetrault, as depositary, James A. Wyant, as voting
trustee, and 3323986 Canada Inc.
Exhibit E Agreement dated May 2, 1996 among G.H. Wood + Wyant Inc.,
John Derek Wyant, M.D., Lynne Emond, James A. Wyant and Gerald
W. Wyant (incorporated by reference to Exhibit C of Amendment
No. 10 to Schedule 13D dated June 11, 1996 and filed on July
12, 1996).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
WYANT & COMPANY INC.
DATED: March 31, 1997 By: /c/ Donald C. MacMartin
------------------------------
Donald C. MacMartin
President
/c/ James A. Wyant
-----------------------------------
James A. Wyant
/c/ John Derek Wyant
-----------------------------------
John Derek Wyant
/c/ Lynne Emond
-----------------------------------
Lynne Emond
/c/ Gerald W. Wyant
-----------------------------------
Gerald W. Wyant
DEREK WYANT HOLDINGS, INC.
By: /c/ John Derek Wyant
--------------------------------
John Derek Wyant
President
3287858 CANADA INC.
By: /c/ Lynne Emond
--------------------------------
Lynne Emond
President
3323986 CANADA INC.
By: /c/ Gerald W. Wyant
--------------------------------
Name: Gerald W. Wyant
Title:
Page 15
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EXHIBIT INDEX
Exhibit A Joint Filing Agreement, dated March 31, 1997, among Wyant &
Company Inc., James A. Wyant, John Derek Wyant, Lynne Emond,
Gerald W. Wyant, Derek Wyant Holdings, Inc., 3287858 Canada
Inc. and 3323986 Canada Inc.
Exhibit B Memorandum of Agreement dated as of September 3, 1996 between
G.H. Wood + Wyant Inc. and John Derek Wyant; Memorandum of
Agreement, dated as of September 3, 1996 between G.H. Wood +
Wyant Inc. and Lynne Emond; and Memorandum of Agreement, dated
as of September 3, 1996 between G.H. Wood + Wyant Inc. and
Gerald W. Wyant (each incorporated by reference to Exhibits E,
F and G, respectively, of Amendment No. 11 to Schedule 13D
dated October 9, 1996 and filed on October 29, 1996)
Exhibit C Voting Trust Agreement dated as of March 18, 1997 among
Wyant & Company Inc., McCarthy Tetrault, as depositary, James
A. Wyant, as voting trustee, 3287858 Canada Inc., and Derek
Wyant Holdings Inc. (f/k/a 1186020 Ontario Limited)
(incorporated by reference to Exhibit C of Amendment No. 12 to
Schedule 13D dated December 3, 1996 and filed on December 13,
1996 ("Amendment No. 12")).
Exhibit D Voting Trust Agreement dated as of March 14, 1997 among
McCarthy Tetrault, as depositary, James A. Wyant, as voting
trustee, and 3323986 Canada Inc.
Exhibit E Agreement dated May 2, 1996 among G.H. Wood + Wyant Inc.,
John Derek Wyant, M.D., Lynne Emond, James A. Wyant and Gerald
W. Wyant (incorporated by reference to Exhibit C of Amendment
No. 10 to Schedule 13D dated June 11, 1996 and filed on July
12, 1996).
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent to the
filing of a single statement on Schedule 13D and amendments thereto, in
accordance with the provisions of Rule 13d-1(f)(1) of the Securities Exchange
Act of 1934.
WYANT & COMPANY INC.
DATED: March 31, 1997 By: /c/ Donald C. MacMartin
------------------------------
Donald C. MacMartin
President
/c/ James A. Wyant
-----------------------------------
James A. Wyant
/c/ John Derek Wyant
-----------------------------------
John Derek Wyant
/c/ Lynne Emond
-----------------------------------
Lynne Emond
/c/ Gerald W. Wyant
-----------------------------------
Gerald W. Wyant
DEREK WYANT HOLDINGS, INC.
By: /c/ John Derek Wyant
-------------------------------
John Derek Wyant
President
3287858 CANADA INC.
By: /c/ Lynne Emond
--------------------------------
Lynne Emond
President
3323986 CANADA INC.
By: /c/ Gerald W. Wyant
--------------------------------
Name: Gerald W. Wyant
Title:
Page 17
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EXHIBIT D
DRAFT
March 14, 1997
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT entered into at the City of
Montreal, Province of Quebec, on this 14th day of March 1997, between 323986
CANADA INC., herein represented by Gerald W. Wyant (hereinafter referred to as
the "Shareholder"), and JAMES A. WYANT (hereinafter referred to as "Voting
Trustee") and McCARTHY TETRAULT (hereinafter referred to as the "Depositary").
WHEREAS the Shareholder represents that it is the owner of and
has full voting power with respect to 146,000 fully paid common shares of the
capital stock of Hosposable Products, Inc. ("Hosposable") (the "Shares");
WHEREAS the Shareholder has the power to deposit the Shares
with the Depositary to be held and dealt with under and pursuant to the terms
and conditions hereof;
WHEREAS the Shareholder has requested the Depositary to take
and hold the Shares as registered holder thereof, as a depositary, and to act in
accordance with the terms of this Agreement, and the Depositary has agreed to do
so; and
WHEREAS the Shareholder desires to authorize the Voting
Trustee to vote the Shares on the terms set forth in this Agreement and the
Voting Trustee has agreed to do so;
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration
of their mutual agreements and covenants each with the other, the parties agree
as follows:
I. INTERPRETATION
A. Definitions. In this Agreement, unless something in the
subject matter or context is inconsistent therewith:
a. "Act" means the Canada Business Corporations Act, as now
enacted or as the same may from time to time be amended, re-enacted or replaced;
b. "Affiliate" has the meaning ascribed thereto in the Act;
c. "Agreement", "hereunder", "hereof" and "herein" means this
agreement and all schedules attached hereto and all amendments made hereto and
thereto by written agreement between the Shareholder, the Voting Trustee and the
Depositary;
d. "Associate" has the meaning ascribed thereto in the Act;
e. "Business Day" means a day other than a Saturday, Sunday
or statutory holiday in Quebec;
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f. "Change in Control" shall mean the occurrence of any of
the following events, directly or indirectly or in one or more series of
transactions:
(i) approval of Hosposable's shareholders of a
consolidation or merger of Hosposable with any Third Party, unless
Hosposable is the entity surviving such merger or consolidation;
(ii) approval of Hosposable's shareholders of a
transfer of all or substantially all of the assets of Hosposable to a
Third Party or a complete liquidation or dissolution of Hosposable;
g. "control" has the meaning ascribed thereto in the Act and
"controlled" has the corresponding meaning;
h. "Deposited Shares" has the meaning ascribed thereto in
section 3.1.1;
i. "Permitted Transferee" has the meaning ascribed thereto in
section 7.2.1;
j. "Takeover Bid" means an offer to purchase common shares of
Hosposable that must, by reason of applicable securities legislation or the
requirements of a stock exchange on which the common shares are listed, be made
to all or substantially all holders of common shares to which the requirement
applies, and for the purposes of this definition, the varying of any term of
such offer shall be deemed to constitute the making of a new offer;
k. "Third Party" means a person, corporation or other entity
that is not an Affiliate of Hosposable or controlled directly or indirectly by
the Voting Trustee;
l. "Transfer Agent" means the transfer agent from time to
time for the Common Shares;
m. "Voting Trust Certificate" has the meaning ascribed
thereto in section 3.2;
B. Number. Words importing the singular number only shall
include the plural and vice versa, words importing the masculine gender shall
include the feminine and neuter genders and vice versa and words importing
persons shall include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations and vice versa.
II. TERM.
This Agreement shall commence on the date hereof and continue
in effect until March 31, 2007 unless sooner terminated pursuant to the
provisions of section 4 hereof.
III. VOTING TRUST
A. Deposit of Shares.
1. The Depositary hereby acknowledges that the
Shareholder has deposited with the Depositary a stock power for the Shares,
namely 146,000 common shares of the capital stock of Hosposable, agrees
forthwith to cause such Shares to be registered in the name of the Depositary
and agrees to hold all such Shares and all rights, additional shares and
securities relating to the Shares referred to in section 3.5 hereof ("Deposited
Shares") for the purposes of this Agreement in accordance with the terms and
conditions hereof.
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<PAGE>
2. Save as herein otherwise expressly provided, the
Deposited Shares shall not be withdrawn from deposit until the termination of
this Agreement.
3. The Shareholder agrees that the Deposited Shares
shall be registered in the name of the Depositary and undertakes to provide a
certificate or certificates evidencing such Deposited Shares and to sign all
such documents and instruments as may be necessary for such purpose. The
Depositary shall not release, sell, gift over, transfer, assign, pledge, charge,
hypothecate, mortgage, grant a security interest in or in any other way dispose
of or encumber the Deposited Shares or agree to do any of the foregoing, except
as expressly provided for in sections 7.2 and 3.11 of this Agreement.
B. Voting Trust Certificates. The Depositary shall, upon
receipt of a certificate evidencing 146,000 common shares of the capital stock
of Hosposable, registered in the name of the Depositary in its quality as such,
issue in the name of and deliver to the Shareholder Voting Trust Certificates
representing the Deposited Shares, substantially in the form set out in Schedule
A to this Agreement or in such other form as may be approved by the parties
hereto (the "Voting Trust Certificates"), and the terms, provisions and
conditions set out in such Voting Trust Certificates shall have the same effect
as if set out in full in this Agreement. The Depositary shall maintain a
register at the office of the Depositary setting forth the name and address of
each holder of Voting Trust Certificates, the number of common shares
represented thereby and of all transfers of such Voting Trust Certificates
permitted hereunder, notice of which has been given to the Depositary.
C. Ownership of Deposited Shares. Notwithstanding their
registration in the name of the Depositary, the Deposited Shares shall continue
to be beneficially owned by the Shareholder and the Depositary shall hold such
Deposited Shares as a depositary for the Shareholder which shall continue to
enjoy all the rights relating to the ownership of such Deposited Shares except
as otherwise provided herein.
D. Dividends and Other Distributions. All dividends declared
and paid and other distributions made on the Deposited Shares shall, upon
receipt by the Depositary, be paid pro rata over to the holders of the Voting
Trust Certificates of record in the register of the Depositary referred to in
section 3.2 on the record date for such dividend or distribution on the
Deposited Shares as determined by the Corporation, subject to the prior
fulfillment of any obligations incumbent on the Depositary by law as regards the
payment or deduction of any income or other tax; provided that if any such
dividend or distribution shall take the form of shares of Hosposable carrying
voting rights, such new shares shall not be distributed as such but shall be
added by the Depositary to the Deposited Shares and be represented by the
distribution pro rata to such holders of Voting Trust Certificates of additional
Voting Trust Certificates representing the same.
E. Additional Rights. If at any time the holders of shares of
Hosposable become entitled to exercise any rights of subscription in respect of
any shares and/or other securities of Hosposable, the Depositary and/or the
Voting Trustee will take all necessary and proper steps to make such rights
available to the holders of Voting Trust Certificates representing the Deposited
Shares to which such rights may appertain, and if the exercise of such rights
shall result in the issuance of shares of Hosposable carrying Voting Rights, the
Depositary shall hold the shares so issued as Deposited Shares subject to the
terms of this Agreement and shall issue Voting Trust Certificates in respect of
such shares to the parties respectively entitled thereto.
In the event of a change or reclassification of the shares of
Hosposable whereby the shares of any class held by the Depositary hereunder are
to be exchanged in whole or in part for new or different shares or other
securities of Hosposable, the Depositary is empowered to make such exchange and
to the extent that such new or different shares carry voting rights to hold such
shares as Deposited Shares subject to the terms of this Agreement.
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<PAGE>
In the event the Depositary receives any shares of any
successor corporation with or into which Hosposable may be merged, consolidated
or amalgamated which, by the terms of such merger, consolidation or
amalgamation, are issuable in respect of or in exchange for shares of Hosposable
held by the Depositary and which the Depositary may surrender in lieu of or in
exchange for such shares, the Depositary shall retain, subject to the terms of
this Agreement, any certificates for such shares so received by it carrying
voting rights as Deposited Shares. The Depositary shall deliver to the holders
of Voting Trust Certificates in exchange for and against surrender of the same
(i) Voting Trust Certificates for the shares, if any, retained by the Depositary
and (ii) share certificates for the shares, if any, received by the Depositary
not having Voting Rights. In the event of any such merger, consolidation or
amalgamation, the successor corporation shall thereupon for the purposes of this
Agreement be deemed to be Hosposable.
The Depositary shall not be required to deliver Voting Trust
Certificates or share certificates for a fraction of a share in respect of any
dividend, reclassification, merger, consolidation, amalgamation or any other
change affecting shares held by it, but may, in lieu thereof, deliver in respect
of any fractional interest scrip for Voting Trust Certificates or share
certificates in such form as the Voting Trustee and the Depositary shall in
their discretion determine, or may, in lieu thereof, deliver cash in such amount
as the Voting Trustee and the Depositary shall in their discretion determine in
payment of such fractional interest.
F. Powers and Duties of the Voting Trustee. Until this
Agreement is terminated and the Voting Trust hereby constituted is dissolved,
the Voting Trustee shall, subject to the terms hereof (including section 3.4
hereof), possess and be entitled to exercise in his sole and absolute discretion
all shareholders' rights to vote and to take part in or consent to any corporate
or shareholders' action in respect of and as holder of all Deposited Shares. The
holders of Voting Trust Certificates shall not by virtue thereof or of this
Agreement or otherwise, have any right under or in respect of any such Deposited
Shares to vote or take part in or consent to any such corporate or shareholders'
action in respect of such Deposited Shares, or in any way bind or govern the
decisions, actions or discretion of the Voting Trustee in respect of all or any
of such Deposited Shares. The Depositary, if so required in writing by the
Voting Trustee, shall itself vote, take part in, or consent to any corporate or
shareholders' action upon, under, or in respect of all or any of the Deposited
Shares in accordance with any such instructions as may from time to time be
given in writing to the Depositary by the Voting Trustee. The Depositary, if so
required by the Voting Trustee, shall make, execute and deliver from time to
time such instrument or instruments in proxy, authorizing any person or persons
from time to time designated by the Voting Trustee to vote upon the Deposited
Shares or other securities or any of them as the Voting Trustee may from time to
time require the Depositary to do, and regardless of whether any person or
persons so designated shall or be in any way responsible for the manner in which
any person or persons so appointed to vote upon the Deposited Shares or other
securities or any of them shall exercise the voting rights under such
instruments of proxy.
G. Prohibition to Dispose of Deposited Shares. While this
Voting Trust Agreement is in effect and notwithstanding any provision to the
contrary, other than sections 7.2 and 3.11 hereof, neither the Shareholder nor
the Voting Trustee nor the Depositary may directly or indirectly sell, transfer,
assign or dispose of the Deposited Shares.
H. The Voting Trustee may be a director or an officer or
representative or agent of Hosposable and may vote for himself as such and he
shall not be disqualified from acting as a Voting Trustee by reason of any
personal interest, either direct or indirect, in Hosposable or in any of its
securities and any firm or corporation in which he may be a shareholder or
officer may deal with Hosposable by lending it money, purchasing or selling its
securities or otherwise in any manner whatsoever as fully as though he were not
a Voting Trustee, nor shall any action be voidable on account of any such
personal interest. The Voting Trustee may hold, purchase, sell or otherwise deal
with securities of Hosposable not subject to this Agreement to the same extent
as if he were not a Voting Trustee.
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I. The Voting Trustee shall not be entitled to remuneration
for acting as such. Any expense or liability of the Depositary shall be
chargeable to the Voting Trustee for the account of the holders of Voting Trust
Certificates in proportion to the number of securities represented by the Voting
Trust Certificates respectively held by them and the Depositary shall not be
required to take any action hereunder involving the expenditure of money unless
the funds therefor have been provided.
J. The rights and powers of the Voting Trustee herein are
purely personal to the Voting Trustee and are not subject to transfer nor
assignment. The Voting Trustee may at any time resign his office by delivering
to the Depositary and the holders of Voting Trust Certificates his written
resignation.
K. Notwithstanding the foregoing section 3.7, the Shareholder
hereby grants the Voting Trustee the right at any time and from time to time to
elect to purchase all or part of the Deposited Shares for a price per share
equal to the average trading price per share of the common shares of Hosposable
over the last twenty trading days next preceding the date of giving a notice by
the Voting Trustee to the Shareholder and the Depositary of his election to
purchase such Deposited Shares and, within thirty (30) days of the receipt of
such written notice and upon the surrender of the applicable Voting Trust
Certificates, accompanied by properly executed transfers thereof, the Depositary
shall deliver a certificate or certificates for such number of common shares
equal to the number of common shares specified in the Voting Trust Certificates
so surrendered or, in lieu thereof, in the event of any change, subdivision,
combination or reclassification of the shares of Hosposable or of any merger,
consolidation or amalgamation to which Hosposable shall be a party, or of any
dissolution of Hosposable or distribution of its assets, shares or other
securities or assets issued in exchange for or distributable with respect to the
number of shares stated in the Voting Trust Certificates so surrendered,
thereafter the Depositary shall cancel all Voting Trust Certificates surrendered
to it. In the event that the Shareholder surrenders a Voting Trust Certificate
specifying a number of Deposited Shares which is greater than the number of
common shares to be released, the Depositary shall deliver a new Voting Trust
Certificate specifying the number of common shares which are not released. All
Deposited Shares which are released under this section 3.11 shall no longer be
subject to the provisions of this Agreement.
IV. TERMINATION
A. This Agreement and the voting trust hereby created shall
be terminated by:
1. the expiry of the term stipulated in section 2
hereof;
2. dissolution, winding up or liquidation of
Hosposable or a successor corporation;
3. if the Voting Trustee is in default of his
obligations hereunder and such default persists for ninety (90) days
following written notice thereof to each of the other parties hereto by
the party wishing to terminate this Agreement; or
4. upon the death of the Voting Trustee.
5. if the Voting Trustee becomes the owner of all of
the issued and outstanding common shares and voting securities of the
capital stock of the Shareholder;
6. if a Takeover Bid is made for Hosposable and the
Voting Trustee or any corporation controlled directly or indirectly by
the Voting Trustee elects to tender common shares of the capital stock
of Hosposable owned by the Voting Trustee or such corporation into the
Takeover Bid;
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7. if the Voting Trustee or any corporation directly
or indirectly controlled by the Voting Trustee enters into a
transaction which results in a Change of Control of Hosposable; or
8. if the Voting Trustee and any corporation directly
or indirectly controlled by the Voting Trustee enters into a
transaction which results in the Voting Trustee and any such
corporation collectively ceasing to own or have voting authority (other
than under the terms of this Agreement) over less than 20% of the
issued and outstanding voting shares of Hosposable.
B. Upon the termination of this Agreement the Depositary shall
cause notice to be given to the holders of Voting Trust Certificates that such
holders are entitled to receive the shares or other securities held by the
Depositary subject to the terms of this Agreement upon surrender of their Voting
Trust Certificates to the Depositary, and upon the surrender of such Voting
Trust Certificates, accompanied by properly executed transfers thereof, the
Depositary shall deliver a certificate or certificates for the shares of
Hosposable equal in number to the shares specified in the Voting Trust
Certificates so surrendered or, in lieu thereof, in the event of any change,
subdivision, combination or reclassification of the common shares of Hosposable
or of any merger, consolidation or amalgamation to which Hosposable shall be a
party, or of any dissolution of Hosposable or distribution of its assets, shares
or other securities or assets issued in exchange for or distributable with
respect to the number of shares stated in the Voting Trust Certificates so
surrendered, thereafter the Depositary shall cancel all Voting Trust
Certificates surrendered to it.
V. DEPOSITARY
A. The Depositary hereby assents to, and agrees to act as
Depositary in accordance with, the terms and conditions set forth in this
Agreement.
B. The Depositary shall not be liable or responsible for any
action taken or suffered in good faith or for anything other than its negligence
or default or incur any liability by reason of anything done or permitted to be
done at the written request of the Voting Trustee or of the Shareholder, and the
Depositary shall be fully protected in all cases where acting upon written
directions or authority of the Voting Trustee or of the Shareholder. The
Depositary shall be fully protected in acting upon any notice, request,
assignment, power of attorney or other writing believed by it to be genuine and
to have been signed by the proper party or parties. The Depositary may consult
with counsel (who may be counsel for the Corporation) and the opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel.
C. The Voting Trustee will pay to the Depositary, on behalf of
the Shareholder, reasonable remuneration for its services as depositary
hereunder and will repay to the Depositary on demand all moneys which shall have
been paid by the Depositary for legal expenses or charges or any other
expenditure whatsoever which the Depositary may reasonably incur in connection
with its services as Depositary under this Agreement. The Shareholder shall
forthwith upon demand reimburse the Voting Trustee for any such payments to the
Depositary or any other reasonable expenses incurred by the Voting Trustee
hereunder.
D. The Depositary shall not be required to deliver, issue and
transfer Voting Trust Certificates or to transfer or deliver shares or other
property unless and until all issue, transfer and other taxes and governmental
charges and expenses which shall be payable in connection with or by reason of
such delivery, issue or transfer, shall have been paid.
E. The Depositary may at any time resign by giving to the
Voting Trustee one (1) month's notice in writing of such resignation. The Voting
Trustee may at any time remove the Depositary or any successor. In the event of
the resignation or removal or inability to act of the Depositary, the parties
Page 23
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hereto may appoint a successor Depositary who shall be vested with all the
rights and powers and subject to all the obligations as Depositary hereunder in
the same manner and to the same extent as if it had been originally appointed
such Depositary and was an original party to this Agreement.
F. The Depositary shall not be liable or responsible for any
action taken or suffered in good faith or for anything other than its willful
negligence or default or incur any liability by reason of anything done or
permitted to be done at the written request of the Voting Trustee, and the
Depositary shall be fully protected in all cases where acting upon written
direction or authority of the Voting Trustee. The Depositary shall be fully
protected in acting upon any notice, request, assignment, power of attorney or
other writing believed by it to be genuine and to have been signed by the proper
party or parties. The Depositary may consult with counsel (who may be counsel
for Hosposable) and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.
G. In case the Voting Trust Certificates issued hereunder
shall become mutilated or be lost, stolen or destroyed, the Depositary may in
its uncontrolled discretion issue and deliver in exchange for and upon
cancellation of the mutilated certificates or in lieu of a certificate so lost,
stolen or destroyed a new Voting Trust Certificate representing the same number
of shares or other securities, upon the production of evidence of loss, theft or
destruction satisfactory to the Depositary and upon receipt of indemnity
satisfactory to the Depositary.
H. The Shareholder agrees to indemnify and hold the Voting
Trustee harmless against any liability or responsibility by reason of any error
of law or mistake of any kind by the Voting Trustee or in respect of or arising
out of any matter or thing whatsoever done or omitted to be done by the Voting
Trustee under or in relation to this Agreement and the voting trust hereby
created except for their own individual willful neglect or default. The Voting
Trustee may, in relation to this Agreement, act on the opinion or advice of a
lawyer, accountant, broker or other expert, and shall not be responsible for and
the Shareholder agrees to indemnify and hold the Voting Trustee harmless against
any loss occasioned by so acting, and shall incur no liability or responsibility
for deciding in good faith not to act upon any such opinion or advice.
VI. TAXES
If at any time any tax is payable by the Depositary or the
Voting Trustee in respect of or in any way relating to the shares or other
securities held by the Depositary hereunder, or in respect of any dividends,
distributions or other rights or interest upon or in such shares or other
securities, such tax may be paid out of any funds in their hands or out of any
such dividends or distributions, and until so paid to the Depositary or the
Voting Trustee, shall be a first charge upon the shares or other securities,
dividends, distributions or interest held by the Depositary and to which any
such tax may be applicable.
VII. DEALING WITH DEPOSITED SHARES
A. No Transfer of Deposited Shares. Except as may be expressly
provided for in sections 7.2 and 3.11 or in any agreement which may be hereafter
entered into among the Shareholder and the other parties hereto, the Shareholder
shall not, during the term of this Agreement, sell, gift over, transfer, assign,
pledge, charge, hypothecate, mortgage, grant a security interest in or in any
other way dispose of or encumber the Deposited Shares, the Voting Trust
Certificates or its rights under this Agreement without first complying with all
of the provisions of this Agreement unless, prior to making any such disposition
or encumbrance, the Shareholder has consented thereto in writing.
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B. Permitted Transfer of Deposited Shares.
1. Notwithstanding any other provision of this
Agreement, the Shareholder shall be entitled after giving notice to the other
parties to sell, gift over, transfer or assign any of the Deposited Shares
beneficially owned by it to a corporation provided that such corporation is a
wholly-owned subsidiary of such Shareholder (such transferee being hereinafter
referred to as a "Permitted Transferee") provided that the Permitted Transferee
has delivered an undertaking to become a party hereto to the same extent as if
the Permitted Transferee had been an original party to this Agreement,
substantially in the form of the undertaking attached as Schedule B to this
Agreement.
2. Notwithstanding the completion of any sale of the
Deposited Shares pursuant to section 7.2.1 by a Shareholder to a Permitted
Transferee referred to in section 7.2.1.1, that Shareholder shall:
7.2.2.1 not sell, gift over, transfer, assign,
pledge, charge, hypothecate, mortgage, grant a security interest in or
in any other way dispose of or encumber its shares of the Permitted
Transferee other than to another Permitted Transferee; and
7.2.2.2 if at the time of such transfer to a
Permitted Transferee, such Shareholder held shares of the Permitted
Transferee, continue to be bound by all the obligations hereunder as if
it continued to be a Shareholder of the Corporation and perform such
obligations to the extent that the Permitted Transferee fails to do so.
VIII. NOTICES
Any notice required or permitted to be given hereunder to a
party shall be in writing and shall be effectively given if delivered or (except
during a mail disruption) sent by prepaid registered mail or by telecopier to
the following addresses:
A. In the case of the Shareholder:
3323986 CANADA INC.
c/o G.H. WOOD + WYANT INC.
1475 32nd Avenue
Lachine, Quebec
H8T 3J1
Attention: Gerald W. Wyant
Telecopier: (514) 636-1148
With a copy to:
McCARTHY TETRAULT
1170 Peel Street
Montreal, Quebec
H3B 4S8
Attention: Thomas R.M. Davis
Telecopier: (514) 397-4170
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B. In the case of the Voting Trustee:
JAMES A. WYANT
c/o G.H. WOOD + WYANT INC.
1475 32nd Avenue
Lachine, Quebec
H8T 3J1
Attention: James A. Wyant
Telecopier: (514) 636-1148
With a copy to:
McCARTHY TETRAULT
1170 Peel Street
Montreal, Quebec
H3B 4S8
Attention: Thomas R.M. Davis
Telecopier: (514) 397-4170
C. In the case of the Depositary:
McCARTHY TETRAULT
1170 Peel Street
Montreal, Quebec
H3B 4S8
Attention: Thomas R.M. Davis
Telecopier: (514) 397-4170
or to such other address with respect to any of the parties hereto as such party
shall notify the other parties hereto in writing. Notices sent as provided above
shall be deemed to have been received if delivered, on the date of such
delivery, provided such day is not a Saturday, a Sunday or a statutory holiday
in the jurisdiction of the recipient or, if mailed, within five business days
after being deposited in the mail or, if sent by telecopier, on the day
following their transmission.
IX. GENERAL
A. If any term, covenant or condition of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be held
to be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant and condition of this Agreement shall
be valid and enforced to the fullest extent permitted by law.
B. The Voting Trustee may appoint in writing a proxy or
attorney to sign documents and otherwise act for him in his capacity as Voting
Trustee.
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C. The Depositary by its execution hereof hereby assents to
the terms and conditions in this Agreement set forth, and agree to act as
Depositary herein, under and pursuant to said terms and conditions and to hold
the deposited shares or other securities received by it, subject to all the
terms and conditions hereof.
D. The Voting Trustee will pay to the Depositary on behalf of
the Shareholder reasonable remuneration for its services as depositary hereunder
and will repay to the Depositary on demand all moneys which shall have been paid
by the Depositary for legal expenses or charges or any other expenditure
whatsoever which the Depositary may reasonably incur in connection with its
services as Depositary under this Agreement. The Shareholder shall forthwith
upon demand reimburse the Voting Trustee for any such payments to the Depositary
or any other reasonable expenses incurred by the Voting Trustee hereunder.
E. This Agreement may be executed in several counterparts each
of which when executed by any of the parties shall be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.
F. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec.
G. The parties hereby state their express wish that this
Agreement be drafted in the English language; les parties ont par les presentes
exprime leur volonte expresse que cette convention soit redigee en anglais.
H. Wherever the singular or the masculine is used in this
Agreement, it shall be construed as if the plural or feminine or the neuter and
vice versa, as the case may be, had been used, where the context so requires,
and the rest of the sentence or sentences in question shall be construed as if
grammatical and terminological changes thereby rendered necessary have been
made, and words such as "hereunder", "hereto", "hereof" and "herein" shall,
unless the context clearly indicates to the contrary, refer to the whole of this
Agreement and not to any particular section hereof.
I. This Agreement shall enure to the benefit of and shall be
binding upon the respective heirs, successors, legatees and assigns of each of
the parties hereto. For greater certainty, the heirs, successors and legatees of
any individual who is a party hereto shall be respectively entitled to exercise
any and all of the rights exercisable by such party hereunder, save for the
rights of a Voting Trustee, in his capacity as such, which are personal to the
Voting Trustee.
J. The parties hereto agree that this Agreement contains the
entire agreement between the parties with respect to the within subject matter,
and supersedes any prior understanding and/or written or oral agreements between
them with respect thereto. There are no representations, agreements,
arrangements or undertakings, oral or written, between the parties hereto
relating to the subject matter of this Agreement which are not fully expressed
herein; it is further agreed that the preamble of this Agreement and the
Schedule hereto and the definitions therein set out form an integral part
hereof.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement on the date above mentioned.
3323986 CANADA INC.
Per: /c/ Gerald W. Wyant
--------------------------
Gerald W. Wyant
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/c/ James A. Wyant
------------------------------
James A. Wyant
McCARTHY TETRAULT
Per: /c/ Thomas R.M. Davis
--------------------------
Thomas R.M. Davis
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SCHEDULE A
TO THE VOTING TRUST AGREEMENT RESPECTING
HOSPOSABLE PRODUCTS, INC. MADE THE
o of o, 1997
No.:________________ ____Common Shares
VOTING TRUST CERTIFICATE
(in respect of Common Shares of
Hosposable Products, Inc.)
THIS IS TO CERTIFY THAT, upon the termination of the Voting
Trust Agreement hereinafter mentioned, and on surrender of this Certificate
properly endorsed for transfer to the undersigned Depositary, __________________
or registered assigns, will be entitled upon, under and subject to the terms and
conditions of the Voting Trust Agreement made March 14, 1997 between 3323986
Canada Inc. and James A. Wyant, in his capacity as Voting Trustee under the said
Voting Trust Agreement, and McCarthy Tetrault, in its capacity as Depositary, to
receive in respect of Common Shares of Hosposable Products, Inc. (hereinafter
called "Hosposable") deposited with the undersigned Depositary under the said
Voting Trust Agreement, a Certificate or Certificates for ________ Common Shares
of Hosposable, or in lieu thereof, in the event of any change, subdivision,
combination or reclassification of the shares of Hosposable or of any merger,
consolidation or amalgamation to which Hosposable shall be a party, or of any
dissolution of Hosposable or distribution of its assets, shares or assets issued
in exchange for or distributable with respect to such shares of Hosposable; and
in the meantime, subject to the provisions of the said Voting Trust Agreement in
respect of fractions of shares, to receive payment equal to the dividends, if
any, collected by the Voting Trustee upon a like number of shares of Hosposable
held by the Depositary under said Voting Trust Agreement; such dividends if
received by the Depositary in shares, of Hosposable (or of any corporation
resulting from any merger, consolidation or amalgamation to which Hosposable
shall become a party) carrying voting rights, to be payable, however, in Voting
Trust Certificates.
No voting right passes by or under this Certificate or by or
under any agreement expressed or implied, and, until the actual transfer of
share certificates to the registered holder hereof, the Voting Trustee under the
said Voting Trust Agreement shall, in respect thereof, exclusively possess and
be entitled to exercise, in his discretion, all the rights appertaining to such
shares of voting and of taking part in and consenting to any corporate or
shareholders' action.
This Certificate is issued pursuant and subject to the
provisions of the said Voting Trust Agreement which, inter alia, establishes the
rights of the holders of the Voting Trust Certificates and the rights, powers
and discretion of the Voting Trustee and of the Depositary, for particulars of
all of which reference is made to said Voting Trust Agreement, an original
counterpart whereof is on file at the principal offices of the Depositary in the
City of Montreal and at the registered office of Hosposable in the City of o.
The holder of this Certificate by acceptance hereof assents to
all the terms and provisions of said Voting Trust Agreement and becomes a party
thereof and agrees to be bound thereby.
THIS CERTIFICATE MAY NOT BE TRANSFERRED
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This Certificate shall not be valid until countersigned by the
Depositary as registrar and transfer agent of this Voting Trust Certificate.
WITNESS the signature of the Depositary and the execution
hereof by its duly authorized officer.
o
By:---------------------------
COUNTERSIGNED AND REGISTERED
Registrar and Transfer Agent for the
purposes of this Voting Trust Certificate
o
By:------------------------------
================================================================================
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH ACT OR LAW.
================================================================================
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FORM OF TRANSFER
(to be set out on the back of the
Voting Trust Certificates)
FOR VALUE RECEIVED ___________________ hereby sells, assigns
and transfers unto o the within Voting Trust Certificate and all right, title
and interest represented thereby and hereby irrevocably constitutes and appoints
_____________________ attorney to transfer said Certificate, right, title and
interest on the books of the within named Depositary with full power of
substitution of the premises.
DATED:----------------------
in the presence of:-------------------------
The signature of the foregoing transfer must correspond with
the name as written upon the face of the Certificate in every particular without
alteration or enlargement or any change whatever.
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SCHEDULE B
UNDERTAKING
The undersigned, _________________, hereby intervenes in the
Voting Trust Agreement between 3323986 Canada Inc., James A. Wyant and McCarthy
Tetrault dated March 14, 1997 (the "Agreement"), and declares that it has read
the said Agreement, understands its meaning and scope and is satisfied
therewith.
The undersigned declares itself bound by each of the
provisions of the Agreement which it undertakes to respect as if it were a party
to the Agreement as a Shareholder, effective from the date hereof.
The undersigned hereby confirms that it has agreed that this
Intervention be drafted in English only. Le soussigne confirme par la presente
qu'il a accepte que cette intervention soit redigee en anglais seulement:
Name:------------------------------------
Signature:-------------------------------
Name of representative:------------------
(if legal person)
Date:------------------------------------
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