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Exhibit 99(d)(4)
PERKINS PAPERS LTD.
PERKINS ACQUISITION CORP.
October 26, 2000
Mr. James A. Wyant
132 Brock Crescent
Pointe-Claire, Quebec H9R 3B8
Re: Tender Offer for all outstanding shares of Common Stock of Wyant
Corporation (the "Tender Offer")
Dear Mr. Wyant:
As we have discussed, Perkins Papers Ltd. and Perkins Acquisition Corp.
(the "Perkins Companies") wish to proceed with their acquisition of Wyant
Corporation (the "Company") pursuant to the Tender Offer, but at a lower overall
price to the Perkins Companies to reflect the "accounting irregularities"
announced by the Company in its press release dated October 2, 2000.
You and the Perkins Companies, with the agreement of the Company and your
family members John Derek Wyant, Lynne Ellen Emond and the Estate of Gerald W.
Wyant (the "Family Members"), have agreed to accomplish the foregoing as
follows:
1. The Stock Purchase Agreement dated August 30, 2000 between you and the
Family Members as sellers and the Perkins Companies as purchasers shall be
amended, effective upon the complete execution hereof, by deleting "$4.00" in
the penultimate sentence of section 3.2.1 thereof, and substituting in lieu
thereof "$3.51". Except as so amended the Stock Purchase Agreement shall remain
in full force and effect as written.
2. The Employment Agreement, as amended, between you as employee and the
Company as employer shall be amended, effective following the complete execution
hereof and immediately prior to the closing of the Tender Offer, by reducing the
amounts to be paid to you thereunder as a result of the change in control of the
Company as a result of the closing of the Tender Offer, resulting in a payment
to you of C$130,667. As so amended the Employment Agreement and your
<PAGE>
Mr. James A. Wyant
October 26, 2000
Page 2
employment thereunder shall be terminated upon such change in control and the
payment to you of such C$130,667. Thereafter you and your wife shall be entitled
to the continuation of benefits pursuant to the Company's policies in such
regard for retired senior executives, and you shall be entitled to assume the
lease on the automobile currently provided to you by the Company. In addition,
your sister Lynne Ellen Emond and the widow of your late father, Paula
Tepper-Wyant, shall continue to receive the group health benefits currently
being provided to them by the Company.
3. Each of the parties hereto shall deliver or cause to be delivered at
such times and places as shall be reasonably necessary or desirable such
additional instruments and other documents, and shall take such other action, as
the other parties may reasonably request for the purpose of carrying out the
transactions contemplated in this letter agreement.
4. The parties shall proceed with the Tender Offer pursuant to its terms
as contained in the Agreement and Plan of Merger dated as of August 30, 2000 and
the other agreements and documents related thereto, and any impact of the
aforementioned "accounting irregularities" shall be disregarded for purposes of
whether any representation or warranty shall have been breached or condition not
satisfied in such Agreement and Plan of Merger.
5. This letter agreement is subject to obtaining from the U.S. Securities
and Exchange Commission an exemption from, or no action letter with respect to,
the provisions of Rule 14e-5 under the Securities Exchange Act of 1934, as
amended.
Very truly yours,
PERKINS PAPERS LTD.
By: /s/ Suzanne Blanchet
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Name: Suzanne Blanchet
Title: President and CEO
PERKINS ACQUISITION CORP.
By: /s/ Suzanne Blanchet
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Name: Suzanne Blanchet
Title: President
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Mr. James A. Wyant
October 26, 2000
Page 3
AGREED:
JAMES A. WYANT
/s/ James A. Wyant
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JOHN DEREK WYANT
/s/ John Derek Wyant
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LYNNE ELLEN EMOND
/s/ Lynne Ellen Emond
----------------------
ESTATE OF GERALD W. WYANT
By: /s/ Gerald W. Wyant
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Name: Paula Tepper-Wyant
Title: Co-Executor
By: /s/ Thomas R.M. Davis, Esq.
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Name: Thomas R.M. Davis, Esq.
Title: Co-Executor
WYANT CORPORATION
By: /s/ Donald MacMartin
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Name: Donald MacMartin
Title: Chairman and CEO
