<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 5
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.
<PAGE> 2
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 and Amendment No. 4 filed on October 23, 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 and Amendment No. 7 filed on October 27, 2000.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following at the end thereof:
On October 27, 2000, the Company issued a press release announcing (i) that
Purchaser would proceed with the tender offer to acquire all outstanding shares
of common stock of the Company at a price of $4.00 per share in cash, subject to
certain regulatory approval; and (ii) that Purchaser and Parent have
renegotiated their agreement to purchase the Series E Preferred Stock of a
subsidiary of the Company. As a result of such renegotiations, the parties to
the Stock Purchase Agreement have agreed that the holders of the Series E
Preferred Stock will receive consideration of $3.51 per share of Series E
Preferred Stock instead of the previously agreed $4.00 per share of Series E
Preferred Stock. The Stock Purchase Agreement has been amended, and the
amendment to the Stock Purchase Agreement has been filed as Exhibit a(14)
hereto.
The Company consented to the Purchaser's extension of its tender offer to
acquire all of the outstanding shares of common stock of the Company until 12:00
midnight, New York City time, on Monday, November 13, 2000, unless the offer is
further extended. A copy of the press release issued by Parent on October 27,
2000 containing such announcement is filed as Exhibit (a)(5)(vi) to the Schedule
TO and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(13) Press Release dated October 27, 2000*
(a)(14) Amendment No. 1 dated as of October 26, 2000 to the
Stock Purchase Agreement dated as of August 30, 2000 among
Parent, the Purchase and James A. Wyant and certain
members of his family.**
</TABLE>
*Incorporated by reference to Exhibit (a)(5)(vi) to 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 and Amendment No. 7 filed on
October 27, 2000.
**Filed herewith.
2
<PAGE> 3
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: October 27, 2000
3
