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Previous: WYANT CORP, SC 13D, 2000-09-11 |
Next: HUMANA INC, 4, 2000-09-11 |
<PAGE>
EXHIBIT 3
---------
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D, including amendments
thereto, relating to the common stock, $.01 par value per share, of Wyant
Corporation, and further agree that this Joint Filing Agreement be included as
an exhibit to all such joint filings. In evidence thereof, the undersigned,
being duly authorized, hereby execute this agreement as of the 11th day of
September, 2000.
CASCADES INC.
By: /s/ Laurent Lemaire
-----------------------------------
Name: Laurent Lemaire
Title: President and Chief Executive
Officer
PERKINS PAPERS LTD.
By: /s/ Suzanne Blanchet
-----------------------------------
Name: Suzanne Blanchet
Title: President and Chief Executive
Officer
PERKINS ACQUISITION CORP.
By: /s/ Suzanne Blanchet
-----------------------------------
Name: Suzanne Blanchet
Title: President
<PAGE>
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CASCADES INC. ("Cascades")
EXECUTIVE OFFICERS AND DIRECTORS OF CASCADES. The name, citizenship,
business address, present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each
of the executive officers and directors of Cascades Inc. are set forth below.
Unless otherwise indicated, all occupations, positions, offices or
employments were with Cascades Inc. Unless otherwise indicated, all
occupations, positions, offices or employment were held during the last five
years.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
EXECUTIVE OFFICERS
Bernard Lemaire................. Cascades Inc. Chairman of the Board; Canadian
404 Marie Victorin Chairman of the Board and Chief
Kingsey Falls Executive Officer, Boralex
Quebec, J0A 1B0 Inc.*, since February 2000;
Canada Chairman of the Board and
President and Chief Executive
Officer, Boralex Inc.*, from
December 1995 to February 2000.
Laurent Lemaire................. Cascades Inc. President and Chief Executive Canadian
404 Marie Victorin Officer; Chairman of the Board,
Kingsey Falls Perkins Papers Ltd.*, since
Quebec, J0A 1B0 April 1997; President and Chief
Canada Executive Officer, Perkins
Papers Ltd.* from August 1995 to
April 1997.
Alain Lemaire................... Cascades Inc. Executive Vice President; Canadian
404 Marie Victorin President and Chief Executive
Kingsey Falls Officer, Norampac Inc.*, since
Quebec, J0A 1B0 December 1997; Chairman of the
Canada Board, Rolland Inc.*, since
April 1997;
President and Chief Executive
Officer, Rolland Inc.*, from
1992 to April 1997.
Robert F. Hall.................. Cascades Inc. Vice President, Legal Affairs Canadian
404 Marie Victorin and Corporate Secretary.
Kingsey Falls
Quebec, J0A 1B0
Canada
Andre Belzile................... Cascades Inc. Vice President and Chief Canadian
404 Marie Victorin Financial Officer.
Kingsey Falls
Quebec, J0A 1B0
Canada
Norman Boisvert................. Cascades Inc. Vice President, Administration. Canadian
404 Marie Victorin
Kingsey Falls
Quebec, J0A 1B0
Canada
Claude Cossette................. Cascades Inc. Vice President, Human Resources Canadian
404 Marie Victorin since March 1998;
Kingsey Falls Plant Manager from 1996 to 1998
Quebec, J0A 1B0 and Training Coordinator prior
Canada thereto.
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
Jean-Luc Bellemare.............. Cascades Inc. Vice president, Information Canadian
404 Marie Victorin Technologies since April 1999;
Kingsey Falls General Manager, Autobus Thomas
Quebec, J0A 1B0 Inc. from 1998 to April 1999;
Canada Executive Vice President and
General Manager, Groupe Sodisco
Howden prior thereto.
Mario Plourde................... Cascades Inc. President and Chief Executive Canadian
404 Marie Victorin Officer, Specialty Products,
Kingsey Falls since May 2000;
Quebec, J0A 1B0 Vice President and Chief
Canada Operating Officer, Specialty
Products, from 1997 to May 2000;
General Manager of the Plastic
Group prior thereto.
Alain Ducharme.................. Cascades Inc. Corporate Vice President since Canadian
404 Marie Victorin June 1997;
Kingsey Falls Vice President Administration,
Quebec, J0A 1B0 Norampac Inc.* from January 1998
Canada to December 1999;
Executive Vice President,
Rolland Inc.* and General
Manager, Moulded Pulp Group,
Cascades Inc. from June 1995 to
June 1996.
DIRECTORS
Bernard Lemaire................. Cascades Inc. Chairman of the Board; Canadian
404 Marie Victorin Chairman of the Board and Chief
Kingsey Falls Executive Officer, Boralex
Quebec, J0A 1B0 Inc.*, since January 2000;
Canada Chairman of the Board and
President and Chief Executive
Officer, Boralex Inc.*, from
December 1995 to February 2000.
Laurent Lemaire................. Cascades Inc. President and Chief Executive Canadian
404 Marie Victorin Officer;
Kingsey Falls Chairman of the Board, Perkins
Quebec, J0A 1B0 Papers Ltd.* since April 1997;
Canada President and Chief Executive
Officer, Perkins Papers Ltd.
from August 1995 to April 1997.
Alain Lemaire................... 404 Marie Victorin Executive Vice President; Canadian
Kingsey Falls President and Chief Executive
Quebec, J0A 1B0 Officer, Norampac Inc.*, since
Canada December 1997;
Chairman of the Board, Rolland
Inc.*, since April 1997;
President and Chief Executive
Officer, Rolland Inc.*, from
1992 to April 1997.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
Andre Belzile................... Cascades Inc. Vice President and Chief Canadian
404 Marie Victorin Financial Officer.
Kingsey Falls
Quebec, J0A 1B0
Canada
Norman Boisvert................. Cascades Inc. Vice President, Administration. Canadian
404 Marie Victorin
Kingsey Falls
Quebec, J0A 1B0
Canada
Martin P. Pelletier............. Rolland Inc. President and Chief Executive Canadian
2 Rolland Avenue Officer, Rolland Inc.*, since
St. Jerome, Quebec April 2000;
J7Z 5S1 Vice President and Chief
Canada Operating Officer --
Containerboard, Norampac Inc.*
from January 1998 to April 2000;
Vice President and Chief
Operating Officer --
Containerboard, Cascades Inc.
prior thereto.
Elise Pelletier................. Norampac Inc. Vice President, Management and Canadian
752 Sherbrooke St. West Human Resources, Norampac Inc.,
Montreal, since January 1998;
Quebec Vice President, Human Resources,
H3A 1G1 Cascades Inc. prior thereto.
Canada
Paul R. Bannerman............... Etcan International Inc. Chairman of the Board, Etcan Canadian
772 Sherbrooke St. West International Inc.
2nd Floor
Montreal, Quebec
H3A 1G1
Canada
Jacques Aubert.................. 799 Principale St. President and Chairman of the Canadian
Ham Nord, Quebec Board and Chief Executive
G0P 1A0 Officer, Junex Inc., since 1998;
Canada Vice President, SOQUIP Inc.,
from 1997 to 1998;
Independent Contractor prior
thereto.
Simon L'Heureux................. 875 Holland St., #402 Retired. Canadian
Quebec, Quebec
G1S 4W2
Canada
Andre Desaulniers............... La Massana Parc Retired. Director of Paperboard Canadian
Edifici Windsor, #3 Industries International Inc.*
Andorra
Europe
Paul Pelletier.................. 280 Place Carillon Consultant. Canadian
Sherbrooke, Quebec
J1J 2L4
Canada
</TABLE>
I-3
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
Louis Garneau................... Louis Garneau Sports Inc. President of Louis Garneau Canadian
30, des Grands-Lacs St. Sports Inc.
St-Augustin-de-Desmaures
Quebec, G3A 2E6
Canada
Sylvie Lemaire.................. Fempro Inc. President and General Manager of Canadian
734 Farrell Street Fempro Inc. since 2000;
Drummondville, Quebec Vice President and General
J2C 5X3 Manager of Fempro Inc. from 1996
Canada to 2000;
President of Inovi Recyclage
Inc. prior thereto
</TABLE>
------------------------------
* Affiliate of Cascades Inc.
I-4
<PAGE>
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF PERKINS PAPERS LTD. ("PARENT")
EXECUTIVE OFFICERS AND DIRECTORS OF PARENT. The name, citizenship,
business address, present principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each of
the executive officers and directors of Parent are set forth below. Unless
otherwise indicated, all occupations, positions, offices or employment were with
Parent. Unless otherwise indicated, all occupations, positions, offices or
employment were held during the last five years.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
EXECUTIVE OFFICERS
Suzanne Blanchet................ Perkins Papers Ltd. President and Chief Executive Canadian
77 Marie Victorin Officer since April 1997;
Candiac, Quebec Executive Vice President prior
J5R 1C3 thereto.
Canada
Laurent Lemaire................. Cascades Inc. Chairman of the Board; Canadian
404 Marie Victorin President and Chief Executive
Kingsey Falls Officer from August 1995 to
Quebec, J0A 1B0 April 1997; President and Chief
Canada Executive Officer,
Cascades Inc.
Michele Beauchamp............... Cascades Inc. Corporate Secretary and Legal Canadian
772 Sherbrooke St. West Counsel since April 1999;
Montreal, Quebec Legal Counsel, Cascades Inc.,
H3A 1G1 since June 1996;
Canada Member of the law firm
Desjardins Ducharme Stein Monast
prior thereto.
Robert F. Hall.................. Cascades Inc. Assistant Corporate Secretary Canadian
404 Marie Victorin since April 1999 and Corporate
Kingsey Falls Secretary prior thereto;
Quebec, J0A 1B0 Vice President, Legal Affairs
Canada and Corporate Secretary,
Cascades Inc.
Matt DelVecchio................. Perkins Papers Ltd. Vice President, Sales and Canadian
77 Marie Victorin Marketing, Commercial and
Candiac, Quebec Industrial Market, since
J5R 1C3 March 1999;
Canada Vice President, Sales and
Marketing, Fireco Inc., from
1997 to 1999;
Vice President and owner of
Dominmarc Inc. in 1995 and 1996.
</TABLE>
I-5
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
Tony Clark...................... 48 N. Dexter Drive Successively Sales Manager; Vice Canadian/
Basking Ridge NJ 07920 President, Sales and Marketing, American
U.S.A. Retail Market; and Vice
President, Sales and Marketing,
Retail Market, United States,
since January 1998;
President of Vision Sales Inc.
prior thereto.
Yvon Jacques.................... Perkins Papers Ltd. Corporate Controller since April Canadian
77 Marie Victorin 1997;
Candiac, Quebec Projects Manager, Cooperative
J5R 1C3 Federee de Quebec, from June
Canada 1996 to April 1997;
Controller, Groupe Paul Masson
Inc. prior thereto.
DIRECTORS
Suzanne Blanchet................ Perkins Papers Ltd. President and Chief Executive Canadian
77 Marie Victorin Officer since April 1997;
Candiac, Quebec Executive Vice President prior
J5R 1C3 thereto.
Canada
Laurent Lemaire................. Cascades Inc. Chairman of the Board; President Canadian
404 Marie Victorin and Chief Executive Officer from
Kingsey Falls August 1995 to April 1997;
Quebec, J0A 1B0 President and Chief Executive
Canada Officer, Cascades Inc.
Alain Lemaire................... Cascades Inc. Executive Vice President, Canadian
404 Marie Victorin Cascades Inc.; President and
Kingsey Falls Chief Executive Officer,
Quebec, J0A 1B0 Norampac Inc.*, since December
Canada 1997; Chairman of the Board,
Rolland Inc.*, since April 1997;
President and Chief Executive
Officer, Rolland Inc.*, from
1992 to April 1997.
Bernard Lemaire................. Cascades Inc. Chairman of the Board, Cascades Canadian
404 Marie Victorin Inc.; Chairman of the Board and
Kingsey Falls Chief Executive Officer, Boralex
Quebec, J0A 1B0 Inc.*, since February 2000;
Canada Chairman of the Board and
President and Chief Executive
Officer, Boralex Inc.*, from
December 1995 to February 2000.
Germain P. Lecours.............. Saint-Aix, Groupe Conseil Senior Partner of Saint-Aix, Canadian
1010 Sherbrooke Str West Groupe Conseil.
Suite 2200
Montreal, Quebec
H3A 2R7
Canada
</TABLE>
I-6
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
MATERIAL POSITIONS HELD
NAME PRESENT BUSINESS ADDRESS DURING THE PAST FIVE YEARS CITIZENSHIP
---- -------------------------------- -------------------------------- -----------
<S> <C> <C> <C>
Robert P. Kanee................. Cole and Partners Senior Counsel of Cole and Canadian
80 Richmond Street Partners since October 1999;
Suite 2000 Vice President, Abitibi-
Toronto, Ontario Consolidated Inc. prior thereto.
M5H 2A4
Canada
Yves Seguin..................... BMO Harris Private Banking Vice President and Head of BMO Canadian
630 Blvd. Rene-Levesque W. Harris Private Banking, Quebec,
Montreal, since June 2000; Vice President,
Quebec Private Bank, Quebec, Executive
H3B 1S6 Vice President and Executive
Canada Advisor to the President,
Quebec, Bank of Montreal Group
of Companies, from September
1999 to June 2000;
Vice President, Business
Development, Jones Heward
Investment Management Inc. from
February to September 1999;
Delegate for Canadian Affairs
prior thereto.
</TABLE>
SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS OF
PERKINS ACQUISITION CORP. (the "Purchaser")
EXECUTIVE OFFICERS AND DIRECTORS OF THE PURCHASER. The name,
citizenship, business address, present principal occupation or employment and
material occupations, positions, offices or employment for the past five years
of each of the executive officers and directors of the Purchaser are indicated
below. Each executive officer and director is a citizen of Canada. The business
address of each such executive officer and director is Perkins Acquisition Corp.
in care of Perkins Papers Ltd., 77, Marie-Victorin Boulevard, Candiac, Quebec,
J5R 1C3 Canada.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, POSITION WITH PURCHASER MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----------------------------- ------------------------------------------------------------
<S> <C>
Suzanne Blanchet.......................... (see Schedule B)
President and Director
Laurent Lemaire........................... (see Schedule B)
Director
Michele Beauchamp......................... (see Schedule B)
Secretary
</TABLE>
I-7
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