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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 8
To
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF
1934
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WYANT CORPORATION
(Name of Subject Company (Issuer))
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PERKINS ACQUISITION CORP.
PERKINS PAPERS LTD.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
982855108
(CUSIP Number of Class of Securities)
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MICHELE BEAUCHAMP, ESQ.
PERKINS PAPERS LTD.
77, MARIE-VICTORIN BOULEVARD
CANDIAC, QUEBEC
J5R 1C3 CANADA
TELEPHONE: (450) 444-6400
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
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COPIES TO:
SANDY K. FELDMAN, ESQ.
FELDMAN & ASSOCIATES
10 EAST 40TH STREET
NEW YORK, NEW YORK 10016
TELEPHONE: (212) 481-3700
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NOVEMBER 6, 2000
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$16,907,936 $3,381.59
</TABLE>
* For purposes of calculating amount of filing fee only. The amount assumes
(i) the purchase by Perkins Acquisition Corp. of 2,270,617 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Wyant Corporation
(the "Company"), at a purchase price in cash of $4.00 per share,
representing all the Common Stock outstanding as of August 29, 2000,
(ii) the purchase by Perkins Papers Ltd. of 1,333,333 shares of Class E
Exchangeable Preferred Stock of Wood Wyant Inc., a Canada corporation and a
wholly owned subsidiary of the Company, exchangeable on a one-for-one basis
for shares of Common Stock, at a purchase price in cash of $4.00 per share,
pursuant to the Stock Purchase Agreement as defined, and further described,
in the Offer to Purchase, and (iii) the payment by Perkins Acquisition
Corp. to holders of certain employee stock options, whether or not now
exercisable or vested, of an amount in cash equal to the difference between
$4.00 over the exercise price of such options (the "Option Payments"),
pursuant to the Merger Agreement as defined, and further described, in the
Offer to Purchase, in an aggregate amount of $328,898; the total number
of outstanding employee stock options is 623,034, and the fee hereunder
is calculated on the basis of this number times the $4.00 per share
purchase price, although not all such outstanding options are "in the
money" and subject to the Option Payments.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: 2,948.94(1)
432.65(2)
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3,381.59
Form or Registration No.: Schedule TO-T(1)
Schedule TO-T(Amendment No. 2)(2)
Filing Party: Perkins Papers Ltd.
Perkins Acquisition Corp.
Date Filed: September 8, 2000(1)
September 25, 2000(2)
/ / Check the box if the filing relates to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Amendment No. 8 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on September 8, 2000, as amended and supplemented on September
21 (Amendment No. 1), September 25 (Amendment No. 2), October 3 (Amendment
No. 3), October 6 (Amendment No.4), October 13 (Amendment No. 5), October 20
(Amendment No. 6), and October 27, 2000 (Amendment No. 7) (the "Schedule TO")
relating to the offer by Perkins Acquisition Corp., a New York corporation
(the "Purchaser") and a wholly owned subsidiary of Perkins Papers Ltd., a
Canada corporation ("Parent"), to purchase all the outstanding shares of
Common Stock, par value $0.01 per share (the "Shares"), of Wyant Corporation,
a New York corporation (the "Company"), at a purchase price of $4.00 per
Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
September 8, 2000 as amended and supplemented (the "Offer to Purchase"), and
in the related Letter of Transmittal, copies of which are filed with this
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Parent is a
subsidiary of Cascades Inc., a Quebec corporation ("Cascades"). This
Amendment to Schedule TO is being filed on behalf of the Purchaser and
Parent.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule TO.
ITEM 12. EXHIBITS.
The Offer to Purchase annexed as Exhibit (a)(1)(A) of the Statement is
hereby amended as follows:
1. SECTION 11 OF THE OFFER TO PURCHASE "CONTACTS AND TRANSACTIONS WITH THE
COMPANY; BACKGROUND OF THE OFFER" (page 21) is hereby amended by inserting at
the conclusion of the carryover paragraph on page 22 the following:
During each of the April 26 meeting and the May 8 meeting Mr. Wyant
presented the Company's most recent financial results and he urged Mr.
Lemaire to offer $3.50 per Share. Mr. Lemaire maintained that Parent's
assessment of the financial results of the Company did not warrant paying
any more than $3 per Share.
2. SECTION 8 OF THE OFFER TO PURCHASE "CERTAIN INFORMATION CONCERNING
THE COMPANY" (page 18) is hereby amended by inserting at the conclusion of the
table entitled "Wyant Corporation Selected Financial Data" (page 18) the
following:
The foregoing selected financial data does not reflect the
"potential accounting irregularities" at the Company's IFC Disposables,
Inc. subsidiary, announced by the Company in its October 2, 2000 press
release and subsequent filings with the SEC. The Company has restated such
selected financial data to reflect such "potential accounting
irregularities" as follows:
WYANT CORPORATION
SELECTED FINANCIAL DATA (RESTATED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31 JUNE 30
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1999 1998 1997 2000 1999
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(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net sales $78,851 $67,124 $63,560 $39,536 $38,826
Gross profit 26,926 23,440 23,664 13,963 12,992
Income (loss) from continuing operations
before extraordinary gain (583) 245 864 618 (8)
Discontinued operations, net of income taxes 722 1,021 (581) - 974
Extraordinary gain, net of income taxes - - 92 - -
Net income 139 1,266 375 618 966
PER COMMON SHARE:
BASIC
Income (loss) from continuing operations
before extraordinary gain (0.27) (0.03) 0.19 0.12 (0.05)
Discontinued operations 0.20 0.28 (0.16) - 0.27
Net income (loss) (0.07) 0.25 0.05 0.12 0.22
DILUTED
Income (loss) from continuing operations
before extraordinary gain (0.27) (0.03) 0.19 0.12 (0.05)
Discontinued operations 0.20 0.27 (0.16) - 0.25
Net income (loss) (0.07) 0.24 0.05 0.12 0.22
</TABLE>
<TABLE>
<CAPTION>
AS AT DECEMBER 31
---------------------------- AT JUNE 30
1999 1998 1997 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital of continuing operations 7,071 1,379 (53) 6,854
Total assets 41,248 42,540 37,156 39,759
Long-term obligations(excluding current maturities) 2,391 3,888 1,998 2,245
Redeemable preferred shares 6,028 5,990 4,930 5,447
Cash dividends declared per common share - - - -
</TABLE>
3. SECTION 12 OF THE OFFER TO PURCHASE "PURPOSE OF THE OFFER; THE MERGER
AGREEMENT; THE STOCK PURCHASE AGREEMENT; THE CONFIDENTIAL DISCLOSURE AND
STANDSTILL AGREEMENT; OPINION OF THE COMPANY'S FINANCIAL ADVISOR; PLANS FOR THE
COMPANY; APPRAISAL RIGHTS; GOING PRIVATE TRANSACTIONS" (page 22) is hereby
amended
(i) by inserting at the conclusion of the section thereof entitled "The
Stock Purchase Agreement" (page 27) the following:
Additional terms of the Stock Purchase Agreement include the
agreement of the Wyant Family not to transfer control over their Shares or
any interest therein to any person; to vote their Shares in favor of the
Merger Agreement and the Merger at any meeting of the Company's
shareholders called for that purpose; and, in the event the Offer is
terminated prior to the purchase by the Purchaser of the Wyant Family
Shares, the Purchaser is entitled to purchase such Shares from the holders
thereof.
AMENDMENT OF STOCK PURCHASE AGREEMENT TO RESOLVE ISSUE OF
"POTENTIAL ACCOUNTING IRREGULARITIES" AT COMPANY SUBSIDIARY
THE STUDY BY THE PERKINS COMPANIES AND ITS CONCLUSION
Following the Company's announcement in its October 2, 2000 press
release and subsequent filings with the SEC of "potential accounting
irregularities" at its IFC Disposables, Inc. subsidiary, Parent and the
Purchaser extended the expiration of the Offer and Parent announced in its
October 3 press release that
Perkins is currently studying the potential impact of this
information on its tender offer announced on August 30, 2000, and
commenced on September 8, 2000, for all outstanding shares of the
common stock of Wyant Corporation. Once this study is completed,
Perkins will promptly announce its effect, if any, on the tender
offer.
This study, which has included discussions with the Company and
Mr. Wyant, has now been concluded. During the pendency of the study and
discussions the Perkins Companies have extended the expiration of the
Offer four times. The Offer is currently scheduled to expire at 12:00
midnight, New York City time, on Monday, November 13, 2000. Parent and
the Purchaser have concluded that the "potential accounting
irregularities" should result in a reduction in the overall acquisition
cost to Parent and the Purchaser of more than $1 million. The Company
has argued against this conclusion and in support of maintaining the
$4.00 per Share price to be paid to all holders of the Company's Shares.
AMENDMENT TO STOCK PURCHASE AGREEMENT
In order to provide the reduced cost to Parent and the Purchaser,
while at the same time maintaining the $4.00 per Share price to be paid to
all holders of the Company's Shares, the parties have agreed to amend the
Stock Purchase Agreement to reduce the purchase price paid to Mr. Wyant
for his Preferred Stock to $3.51 per share. The parties have also agreed
to amend Mr. Wyant's employment agreement to reduce the amounts to be paid
to him thereunder as a result of the change in control resulting from the
closing of the Offer. This would result in an aggregate Preferred Stock
purchase price reduction of approximately $650,000 (1,333,333 shares of
Preferred Stock at $3.51 rather than $4.00), and an employment contract
payment reduction of approximately $91,000 (C$130,000), for an aggregate
reduced cost to the Perkins Companies of approximately $741,000.
The foregoing amendment to the Stock Purchase Agreement and Mr.
Wyant's Employment Agreement has been effected by a letter agreement
among the parties, dated October 26, 2000 (the "Letter Agreement"). See
Letter Agreement dated October 26, 2000, annexed as Exhibit (d)(4) to
the Statement.
The amendment to the Stock Purchase Agreement comes within the
provisions of Rule 14e-5 under the Securities Exchange Act of 1934, as
amended, which, among other things, prohibits any offeror in any tender
offer, and any person acting on behalf of the offeror, from directly or
indirectly purchasing or arranging to purchase any subject securities or
any "related securities" other than pursuant to the tender offer. This
prohibition applies from the time the tender offer is publicly announced
until the tender offer expires. A "related security" is defined in Rule
14e-5(c)(6) to include "securities[, such as the Preferred Stock,] that
are immediately convertible into, exchangeable for, or exercisable for
subject securities."
Although the Stock Purchase Agreement, prior to amendment, is
excepted from the prohibitions of Rule 14e-5 by the exception contained in
Rule 14e-5(b)(7) ("Purchases Pursuant to Contractual Obligations"), the
amendment effected by the Letter Agreement during the pendency of the
Offer brings the Stock Purchase Agreement within the prohibitions of the
Rule. Therefore, Parent and the Purchaser requested of the SEC "no action"
or exemptive relief to the effect that the Stock Purchase Agreement, as
amended by the Letter Agreement, will not violate Rule 14e-5. On
November 3, 2000 Parent and the Purchaser received such relief.
(ii) by inserting at the conclusion (page 31) of the section thereof
entitled "Opinion of the Company's Financial Advisor" (page 27) the following:
Houlihan Lokey informs Parent and the Purchaser that the range of
discount rates utilized was:
Wood Wyant 14% - 18%
IFC 14% - 18%,
and that Houlihan Lokey developed indications of total enterprise value
for each of Wood Wyant and IFC. Per share values were not calculated
because of the need to account for cash, debt, and unallocated corporate
overhead of Wyant Corp. not reflected in the concluded enterprise value of
each of Wood Wyant and IFC.
Per share calculations were only completed at the Wyant
Corp. level. The divisional valuation indications are
summarized below:
$ (000'S)
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TOTAL ENTERPRISE VALUE - WOOD WYANT
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Market Multiple Approach $18,000 $22,000
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Discount Cash Flow Approach 22,000 26,000
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Comparable Transaction Approach 24,000 27,000
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Concluded Total Enterprise Value Range $21,500 $25,000
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TOTAL ENTERPRISE VALUE - IFC
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Market Multiple Approach $2,300 $2,800
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Discount Cash Flow Approach 2,700 3,200
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Comparable Transaction Approach 3,000 3,500
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Concluded Total Enterprise Value Range $3,000 $3,500
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4. SECTION 14 OF THE OFFER TO PURCHASE "CERTAIN CONDITIONS OF THE OFFER"
(page 32) is hereby amended by inserting at the conclusion thereof (page 33) the
following:
Notwithstanding the existence of any condition to the Offer, upon
the expiration thereof the Purchaser shall, as required by the foregoing
Rule 14e-1(c), promptly either pay for or return the Shares tendered in
the Offer; it cannot do neither while it attempts to resolve the
condition.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(5)(vii) Press Release issued by Perkins Papers Ltd. on
November 6, 2000.
(d)(4) Letter Agreement dated October 26, 2000 among Parent, the
Purchaser, the Company and James A. Wyant and certain
members of his family amending the Stock Purchase Agreement.
2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C> <C>
PERKINS ACQUISITION CORP.
By: /s/ SUZANNE BLANCHET
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Name: Suzanne Blanchet
Title: President
</TABLE>
<TABLE>
<S> <C> <C>
PERKINS PAPERS LTD.
By: /s/ SUZANNE BLANCHET
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Name: Suzanne Blanchet
Title: President and Chief Executive
Officer
Dated: November 6, 2000
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
*(a)(1)(A) Offer to Purchase dated September 8, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint Press Release issued by Parent and the Company on
August 30, 2000.
*(a)(1)(H) Summary Advertisement published September 8, 2000.
*(a)(5)(i) Press Release issued by Parent on September 21, 2000.
*(a)(5)(ii) Press Release issued by Parent on October 3, 2000.
*(a)(5)(iii) Press Release issued by Parent on October 6, 2000.
*(a)(5)(iv) Press Release Issued by Parent on October 13, 2000.
*(a)(5)(v) Press Release Issued by Parent on October 20, 2000.
*(a)(5)(vi) Press Release Issued by Parent on October 27, 2000.
(a)(5)(vii) Press Release Issued by Parent on November 6, 2000.
(b) Not applicable.
(c) Not applicable.
*(d)(1) Agreement and Plan of Merger dated as of August 30, 2000,
among Parent, the Purchaser and the Company.
*(d)(2) Stock Purchase Agreement dated August 30, 2000, among
Parent, the Purchaser and James A. Wyant and certain members
of his family.
*(d)(3) Confidential Disclosure and Standstill Agreement dated June
28, 2000, between Cascades Inc. and the Company.
(d)(4) Letter Agreement dated October 26, 2000 among Parent, the
Purchaser, the Company and James A. Wyant and certain
members of his family amending the Stock Purchase Agreement.
(e) Not applicable.
*(f) Appraisal rights. New York Business Corporation Law Section
910, "Right of shareholder to receive payment for shares
upon merger or consolidation, or sale, lease, exchange or
other disposition of assets, or share exchange"; Section
623, "Procedure to enforce shareholders' right to receive
payment for shares".
(g) Not applicable.
(h) Not applicable.
</TABLE>
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*Previously filed.
