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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
AMENDMENT NO. 6
TO
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement under Section 14(d)4
of the Securities Exchange Act of 1934
WYANT CORPORATION
(Name of Subject Company)
WYANT CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
982855108
(CUSIP Number of Class of Securities)
Marc D'Amour
Vice-President, Chief Financial Officer and Treasurer
Wyant Corporation
1170 US Highway 22 East
Suite 203
Bridgewater, New Jersey 08807
(514) 636-9926
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
Copies to:
Kenneth E. Adelsberg, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Wyant Corporation, a New York corporation (the "Company"), hereby amends
and supplements its Solicitation/Recommendation Statement on Schedule 14D-9
originally filed with the Securities and Exchange Commission (the "Commission")
on September 8, 2000, as amended by Amendment No. 1 filed on September 25, 2000,
Amendment No. 2 filed on October 3, 2000 , Amendment No. 3 filed on October 13,
2000, Amendment No. 4 filed on October 23, 2000 and Amendment No. 5 filed on
October 30, 2000, in connection with the offer to purchase all of the
outstanding shares of common stock, par value $0.01 per share, of the Company by
Perkins Acquisition Corp., a New York corporation (the "Purchaser"), and Perkins
Papers Ltd., a Canada corporation (the "Parent"), as more fully described in
Purchaser's and Parent's Tender Offer Statement on Schedule TO originally filed
with the Commission on September 8, 2000, as amended by Amendment No. 1 filed on
September 21, 2000, Amendment No. 2 filed on September 25, 2000, Amendment No. 3
filed on October 3, 2000, Amendment No. 4 filed on October 6, 2000, Amendment
No. 5 filed on October 13, 2000, Amendment No. 6 filed on October 20, 2000,
Amendment No. 7 filed on October 27, 2000 and Amendment No. 8 filed on November
6, 2000.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following at the end thereof:
As a result of the recent discovery of, and subsequent investigation into,
the accounting irregularities at the Company's Tennessee based wholly owned
subsidiary, IFC Disposables, Inc., Parent and Purchaser determined that they
were no longer willing to pay the same consideration to acquire the Company that
they had agreed to pay in August 2000. On October 11, 2000, Mr. Bernard Lemaire
met with Mr. James Wyant to discuss Parent and Purchaser's proposal to reduce
the overall consideration payable by them to acquire the Company. Mr. Lemaire
laid out three proposals to Mr. Wyant. The first proposal was that Purchaser
would amend the Offer to Purchase to reduce the cash consideration payable to
all shareholders of Common Stock of the Company to $3.17. The second and third
proposals required that the Purchaser and the Wyant family members amend the
Stock Purchase Agreement to reflect the fact that the Wyant family members would
receive reduced consideration of an aggregate amount equal to that in the first
proposal with no reduced consideration to the minority stockholders of the
Company.
On October 17, 2000, Messrs. MacMartin and. D'Amour and outside legal
counsel for the Company met with Mr. Robert Hall, Ms. Suzanne Blanchet and
Mr. Andre Belzile to further discuss Parent and Purchaser's proposals. At this
meeting, Messrs. MacMartin and D'Amour explained that the intrinsic value of the
Company had not changed because the financial impact of the accounting
irregularities at IFC Disposables had been offset by the improved performance of
the Company's Canadian operations.
On October 19, 2000, Mr. Wyant met with Mr. Hall at which meeting it was
agreed that in order to provide a reduced cost to Perkins, while at the same
time maintaining the $4.00 per share price to be paid to all holders of the
Company's Common Stock, Parent, Purchaser and Mr. Wyant have agreed, with the
consent of the Company and other Wyant family members, to reduce the purchase
price paid to Mr. Wyant for his Class E Preferred Stock of Wood Wyant Inc. under
the Stock Purchase Agreement to $3.51 per share, and to amend Mr. Wyant's
employment agreement to reduce by one half the amounts to be paid to him
thereunder as a result of the change in control resulting from the closing of
the tender offer. This would result in an aggregate Class E Preferred Stock
purchase price reduction of $650,000, and an employment contract payment
reduction of approximately $91,000, for an aggregate reduced cost to Parent and
Purchaser of approximately $741,000. This solution, as reported in a press
release issued by Parent on October 27, 2000 , is acceptable to Parent,
Purchaser, the Company, and Mr. Wyant and the other members of the Wyant family.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following at the end thereof:
The information set forth in the Amendment to the Offer to Purchase filed
herewith as Exhibit (a)(15) is incorporated herein by reference.
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On November 6, 2000, Parent issued a press release (filed herewith as
Exhibit (a)(18))announcing that it had received "no action" relief from the
Commission with respect to the Amendment to the Stock Purchase Agreement filed
as Exhibit (a) (14) to Amendment No. 5 to the Schedule 14D-9.
On November 2, 2000, the Company filed with the Commission a Current Report
on Form 8-K (which is incorporated herein by reference in its entirety)
announcing that it had completed the re-examination phase of its investigation
into the accounting irregularities that were recently discovered at the
Company's Tennessee based wholly owned subsidiary, IFC Disposables, Inc.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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(a)(15) Amendment to Offer to Purchase (incorporated by reference to
Exhibit (a)(1)(A) to Amendment No. 8 to the Schedule TO
filed by the Parent and the Purchaser on November 6, 2000)
(a)(16) Press Release dated October 27, 2000 (incorporated by
reference to Exhibit (a)(13) which is filed with and
attached to Amendment No. 5 to Schedule 14D-9 filed by the
Company on October 27, 2000)
(a)(17) Current Report on Form 8-K filed by the Company on November
2, 2000 (incorporated herein by reference)
(a)(18) Press Release dated November 6, 2000 (incorporated by
reference to Exhibit (a) (5) (vii) to Amendment No. 8 to the
Schedule TO filed by the Parent and the Purchaser on
November 6, 2000)
</TABLE>
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SIGNATURE
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.
WYANT CORPORATION
By: /s/ Marc D'Amour
----------------------------------------
Name: Marc D'Amour
Title: Vice-President, Chief Financial
Officer and Treasurer
Dated: November 8, 2000
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