SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
Wyant Corporation
(Name of Subject Company (Issuer))
---------------
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)
---------------
Michele Beauchamp, Esq.
Perkins Papers Ltd.
77, Marie-Victorin Boulevard
Candiac, Quebec
J5R 1C3
Telephone: (450) 444-6400
(Name, address and telephone number of
person authorized to receive notices and
communications on behalf of filing persons)
----------------
COPIES TO:
Sandy K. Feldman, Esq.
Feldman & Associates
10 East 40th Street
New York, New York 10016
Telephone: (212) 481-1551
SEPTEMBER 25, 2000
----------------
<PAGE>
/ / 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-3.
/ / going-private transactions subject to Rule 13e-4.
/ / 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: / /
<PAGE>
Perkins Acquisition Corp., a New York corporation (the "Purchaser"),
and Perkins Papers Ltd., a Canada corporation ("Parent"), hereby amend and
supplement their Tender Offer Statement on Schedule TO (the "Statement"),
originally filed on September 8, 2000, with respect to the Purchaser's offer to
purchase all the outstanding shares of Common Stock, par value $0.01 per share,
of Wyant Corporation, a New York corporation (the "Company"). Capitalized terms
used and not otherwise defined herein have the meanings assigned thereto in the
Statement.
CALCULATION OF FILING FEE
The Calculation of the Filing Fee is hereby amended as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Common Stock 2,270,617 x $4 = 9,082,468 x .0002 = 1,816.49
Preferred Stock 1,333,333 x $4 = 5,333,332 x .0002 = 1,066.67
Options 623,034 x $4 = 2,492,136 x .0002 = 498.43
---------- ---------
Transaction Value 16,907,936 3,381.59 TOTAL FEE
========== =========
(2,948.94) Amount
--------- Previously Paid
432.65 Additional Fee to
========= be Paid
</TABLE>
ITEM 12. EXHIBITS.
The Offer to Purchase annexed as Exhibit (a)(1)(A) of the Statement is hereby
amended as follows:
1. SECTION 8 OF THE OFFER TO PURCHASE "CERTAIN INFORMATION CONCERNING
THE COMPANY" (page 18) is hereby amended by deleting in its entirety the last
sentence thereof (page 20) and substituting in lieu thereof the following:
Although Parent and the Purchaser do not have any knowledge that any
such information is untrue, neither the Purchaser nor Parent has
personal knowledge of such information nor are they able to ascertain
whether there has been any failure by the Company to disclose events
that may have occurred and may affect the significance or accuracy of
any such information.
2. SECTION 10 OF THE OFFER TO PURCHASE "SOURCE AND AMOUNT OF FUNDS"
(page 21) is hereby amended by inserting at the conclusion of the last paragraph
thereof (page 21) the following:
As noted above, Parent is financing one hundred percent of the cost of
the Offer and the
<PAGE>
purchases thereunder through its existing credit facilities established
under the credit agreement dated July 23, 1998,as amended as of January
1, 2000, described as follows:
Under the terms of a credit agreement entered into among Parent and its
wholly owned U.S. subsidiary Perkins Papers (USA) Ltd., as Borrowers,
and Royal Bank of Canada, as Arranger and as Agent as of July 23, 1998,
as amended as of January 1, 2000, the lenders thereunder have made
available to the Borrowers the following unsecured credit facilities :
(i) a $15,000,000 overdraft facility, (ii) a $30,000,000 revolving
credit facility, and (iii) a $100,000,000 revolving term loan.
The credit facilities shall be used by the Borrowers for general
corporate and working capital purposes and to provide funding for
acquisitions.
The credit facilities are available in US dollars or the equivalent
amount in Canadian dollars.
The credit facilities can be drawn by way of direct advances, Libor
loans, bankers acceptances and letters of credit. The direct advances
bear interest at the prime rate or US Base Rate and the Libor loans at
Libor plus the applicable margin. The applicable margin, the bankers'
acceptances fees and the letters of credit fees are based on a funded
debt to total capitalization ratio and vary from 0.50% to 0.875%. As of
today the applicable margin and fees are at 0.75% and the effective
rates of interest on outstanding borrowings are as follows:
Libor Loans: 7.37%
Bankers Acceptances: 6.55%
The overdraft facility and the revolving credit facility require no
repayments or reductions prior to maturity in 2005. The availability of
the revolving term loan is reduced in nine semi-annual amounts of
$7,500,000 commencing in January 2001 with a final reduction of
$32,500,000 at maturity in 2005.
<PAGE>
The amount available as of today under the term loan is approximately
$53,000,000.
There is no plan to finance or repay the loan.
The credit agreement including its amendment are being filed as
Exhibits (b)(1) and (b)(2) to this Amendment No. 2 to Schedule TO-T.
3. SECTION 11 OF THE OFFER TO PURCHASE "CONTACTS AND TRANSACTIONS WITH
THE COMPANY; BACKGROUND OF THE OFFER" (page 21) is hereby amended
(i) by inserting at the conclusion of the carryover paragraph on page
22 the following:
Parent's purpose in having the two meetings held in February was to
evaluate the interest of the members of the Wyant Family in selling the
Shares held by them for a purchase price of $3 per Share. The interest
in selling at some price, not necessarily $3 per Share, was confirmed,
but Mr. Wyant suggested that the discussions be postponed until the
release of the most recent Company financial results. After such
release, the two other meetings on April 26 and May 8 were conducted to
further discuss the proposed transaction.
(ii) by inserting at the conclusion of the first paragraph on page 22
the following:
The May 12 letter contained a proposed merger agreement and voting
agreement requiring the Wyant Family to vote its Shares in favor of the
Merger. (Initially a first step tender offer was not proposed; the
parties later decided to proceed by tender offer in the hope that they
could then consummate a short-form merger and avoid the greater time
and expense of a proxy solicitation). The proposed agreements contained
provisions respecting non-solicitation and a termination fee, and the
voting agreement constituted a "lock-up agreement", ensuring Parent of
consummating the Merger and thus the acquisition of one hundred percent
of the Shares. The letter noted that the drafts did not contain a
"fiduciary out" clause with respect to alternative proposals, on the
view that one was not appropriate in the circumstances of the
<PAGE>
proposed transaction. See below for a discussion of this and other
negotiated issues.
(iii) by inserting at the conclusion of the sixth paragraph on page 22
the following:
During the June 29, 2000 meeting Mr. D'Amour reviewed with Messrs.
Belzile and Jacques the Company's financial results for 1999 including
explaining the results of the discontinued operations and the elements
of the restructuring charge that the Company had recorded in the fourth
quarter of 1999. These explanations were required in order to enable
Messrs. Belzile and Jacques to understand the basis for the improvement
in financial results contained in the financial projections and to
formulate an improved assessment of value.
(iv) by inserting at the conclusion of the last paragraph thereof (page
22) the following:
Following the acceptance by the Company of Parent's offer, the parties
commenced negotiations on the definitive agreements, including the
Merger Agreement and Stock Purchase Agreement. The negotiations were
conducted between the parties in meetings and on the telephone, and the
respective positions of the parties were taken with the advice of their
legal counsel. Much of the negotiation was conducted between legal
counsel in meetings and, more frequently, on the telephone.
The negotiations respecting the Stock Purchase Agreement proceeded
quickly. From the outset Parent and the Wyant Family agreed on the
material provisions of the agreement, all of which are described below
at page 27, "The Stock Purchase Agreement".
The negotiations respecting the Merger Agreement proceeded less
quickly. Although material issues of price and equal treatment of all
shareholders were agreed to at the time of the acceptance by the
Company Board of Parent's offer on July 7, 2000, other issues required
negotiation. Principal among these negotiated issues were the
provisions respecting alternative proposals (see below at page 25),
breakup fee (see below at page
<PAGE>
25), stock options (see below at page 26), and the extent of the
Company's representations and warranties (see below at page 26).
With regard to alternative proposals, although both parties agreed that
after the signing of the Merger Agreement the Company should not be
entitled to solicit alternative proposals, the Company did not agree
with Parent's position that in the circumstances of this transaction
the Company was not entitled to entertain unsolicited alternative
proposals under any circumstances. The Company insisted upon and
obtained from Parent the ability to do so in the circumstances
described below at page 25.
With regard to the breakup fee, although the parties agreed from the
outset that it would be customary in transactions of this nature for
Parent to be entitled to the payment of such a fee in the circumstances
described below at page 25, the Company argued that the amount of such
fee should be substantially lower than the amount proposed by Parent.
Parent argued that the amount of the fee was within the range found
reasonable and enforceable by the courts, although admittedly at the
upper limit of that range, but that in the circumstances of this
transaction such upper limit was warranted. In the end, and upon the
agreement of Parent to a substantial reduction in the extent of the
Company's representations and warranties (discussed below), resulting
in a reduction of the conditions to Parent's obligation to consummate
the transaction, the Company agreed to the amount described below.
With regard to stock options, at the outset the Company proposed that
Parent make the payments to the holders of the employee stock options
described below at page 26. As negotiations proceeded on this and other
issues, Parent agreed to the proposal.
Finally, with regard to the extent of the Company's representations and
warranties, Parent initially proposed an extensive set of
representations and warranties. The Company argued against this, basing
its argument on the
<PAGE>
fact that the Company is a public company subject to SEC reporting
requirements, and the extensive nature of the due diligence which the
Company was willing to provide to Parent prior to its signing the
Merger Agreement. The Company's position was based on its concern that
once the Merger Agreement was signed, only the most material change in
circumstances should enable Parent and the Purchaser not to consummate
the Offer and the Merger. In the end Parent accepted this position, as
described below at page 26.
As to whether the Company's Board of Directors considered any
alternative transactions, the Company informs Parent of the following:
At the time Parent approached the Company concerning a possible
transaction, the Board had not been actively seeking to sell the
Company. Once discussions concerning a transaction with Parent had
commenced, the Board did not actively seek alternative proposals to
purchase the Company and none was received. The Board did not actively
seek alternative proposals because (a) the Board believed that, based
upon the Wyant Family's favorable response to the overtures of Parent,
it was likely that the Wyant Family would enter into an agreement to
sell their shares to Parent whether or not the Company also agreed to a
transaction with Parent; (b) the Board believed that following the
execution of the Stock Purchase Agreement, whereby Parent would acquire
a majority of the shares, it was unlikely that any other interested
buyer would come forward; and (c) the non-solicitation provision in the
Merger Agreement would not be absolute but would, at the insistence of
the Company, allow the Board to exercise its fiduciary duty to the
Company and the stockholders in considering and accepting third party
offers.
On August 30, 2000 Parent's Board of Directors met to discuss the
acquisition of the Company on the terms contained in the Merger
Agreement and Stock Purchase Agreement and otherwise as described
herein. At the conclusion of such discussions the transaction was
unanimously approved. Prior to such meeting, at a Parent Board of
Directors meeting on February 22, 2000,
<PAGE>
the Board was informed of a potential transaction to acquire the
Company. There was no substantive discussion respecting the Company at
that meeting, however, and no other discussion at any other Parent
Board meeting respecting the Company. The transaction was approved in
all respects by the Board of Directors of the Purchaser, acting by
written consent dated August 30, 2000.
4. 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 first paragraph thereof
"Purpose of the Offer" (page 22) the following:
The reason Parent decided to acquire the Company at this time was
stated as follows by Suzanne Blanchet, President and CEO of Parent, at
the time of the announcement of the Offer on August 30, 2000: "This
transaction is the logical outcome of a long business relationship
between the two corporations. The acquisition of Wyant by Perkins is in
keeping with our growth strategy, as it allows us to increase our
proportion of converted products toward our 75% target. It also
reinforces our sales network on a pan-Canadian scale. Wyant possesses a
vast expertise in manufacturing, converting and distributing sanitation
supplies, a unique concept in Canada which we intend to further
develop." See, Joint Press Release, August 30, 2000, Annexed as the
Exhibit to the Schedule TO-C filed August 30, 2000 and Exhibit
(a)(1)(G) to the Schedule TO-T filed September 8, 2000.
(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 none of the public
companies analyzed had operations directly comparable to both Wood
Wyant and IFC. Accordingly, they chose groups of
<PAGE>
comparable companies to match the respective operations of Wood Wyant
and IFC.
Houlihan Lokey has provided Parent and the Purchaser with the following
analysis:
<TABLE>
<CAPTION>
IFC
COMPARABLE TRANSACTION SUMMARY
------------------------------------------------------------------------------------------------------------------------------------
(US$ IN MILLIONS)
LTM Purchase Multiples LTM
------------------------ EBITDA
Announced Completed Target Name Target Industry Segment Acquiror Name TEV Revenue EBITDA EBIT Margin
---------------------------------------------------------------------------------------------- ------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9/11/1998 03/04/099 THT Inc Paper PH II Inc $13,700 0.67x 3.7x 4.4x 18.4%
10/17/1997 2/9/1998 Tranzonic Cos Package Goods/Cosmetics Linsalata Capital $79,766 0.54x 5.6x 7.4x 9.5%
Partners II
--------------------------------------------------------------------------------------------------------------------------
LOW $13,700 0.54X 3.7X 4.4X 9.5%
HIGH $79,766 0.67X 5.6X 7.4X 18.4%
MEAN $46,733 0.61X 4.7X 5.9X 13.9%
MEDIAN $46,733 0.61X 4.7X 5.9X 13.9%
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
IFC
Market Multiples Analysis
--------------------------------------------------------------------------------
TEV / Revenue
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Boise Cascade Corp 0.46x 0.50x 0.52x 0.56x
Chesapeake Corp 0.71 0.74 0.80 0.75
Ecolab 2.20 2.38 2.49 2.60
Fort James 1.31 1.42 1.46 1.47
Ivex Packaging Corp 0.84 0.85 0.84 0.90
Kimberly-Clark 2.31 2.48 2.58 2.70
Tufco Tech Inc NA NA 0.73 0.76
-----------------------------------------------------------------------------
High 2.31x 2.48x 2.58x 2.70x
Low 0.46x 0.50x 0.52x 0.56x
Median 1.08x 1.14x 0.84x 0.90x
Mean 1.31x 1.40x 1.35x 1.39x
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA 0.33x 0.33x
Wyant Corp. - Unaffected Stock Price NA NA 0.26x 0.26x
-----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Price / Earnings
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Boise Cascade Corp 5.6x 12.2x 8.8x 9.7x
Chesapeake Corp 11.0 14.7 27.2 15.1
Ecolab 22.5 25.4 30.0 32.3
Fort James 11.2 14.0 17.3 15.6
Ivex Packaging Corp 6.5 9.0 10.5 7.9
Kimberly-Clark 15.7 17.4 19.9 21.1
Tufco Tech Inc NA NA 18.2 19.3
-----------------------------------------------------------------------------
High 22.5x 25.4x 30.0x 32.3x
Low 5.6x 9.0x 8.8x 7.9x
Median 11.1x 14.4x 18.2x 15.6x
Mean 12.1x 15.4x 18.9x 17.3x
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA NA NA
Wyant Corp. - Unaffected Stock Price NA NA NA NA
-----------------------------------------------------------------------------
</TABLE>
<PAGE>
IFC
Market Multiples Analysis
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TEV / EBITDA
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Boise Cascade Corp 3.8x 5.3x 4.7x 5.0x
Chesapeake Corp 4.8 5.3 6.2 5.2
Ecolab 10.2 11.2 12.0 12.7
Fort James 6.5 7.2 8.0 7.6
Ivex Packaging Corp 5.0 5.3 5.3 5.3
Kimberly-Clark 9.8 10.7 11.0 11.5
Tufco Tech Inc NA NA 6.7 7.4
-----------------------------------------------------------------------------
High 10.2x 11.2x 12.0x 12.7x
Low 3.8x 5.3x 4.7x 5.0x
Median 5.8x 6.3x 6.7x 7.4x
Mean 6.7x 7.5x 7.7x 7.8x
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA 8.9x 10.4x
Wyant Corp. - Unaffected Stock Price NA NA 7.0x 8.3x
-----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TEV / EBIT
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Boise Cascade Corp 5.5x 9.2x 7.4x 7.8x
Chesapeake Corp 9.8 12.0 13.3 9.9
Ecolab 14.4 16.4 17.6 18.6
Fort James 9.4 10.9 12.8 11.7
Ivex Packaging Corp 7.4 8.3 8.7 8.3
Kimberly-Clark 12.0 13.4 13.9 14.6
Tufco Tech Inc NA NA 11.4 12.2
-----------------------------------------------------------------------------
High 14.4x 16.4x 17.6x 18.6x
Low 5.5x 8.3x 7.4x 7.8x
Median 9.6x 11.4x 12.8x 11.7x
Mean 9.8x 11.7x 12.2x 11.9x
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA 16.7x 22.9x
Wyant Corp. - Unaffected Stock Price NA NA 13.3x 18.2x
-----------------------------------------------------------------------------
</TABLE>
<PAGE>
WOOD WYANT
COMPARABLE TRANSACTION SUMMARY
<TABLE>
<CAPTION>
===================================================================================================================================
(US$ IN MILLIONS)
Target Premium Paid LTM
Industry ------------------------ EBITDA
Announced Completed Target Name Segment Acquiror Name TEV Revenue EBITDA EBIT Margin
--------------------------------------------------------------------------------------------------- ------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/23/99 05/16/00 Wilmar Industries Inc Wholesale Investor Group $276,765 1.09x 10.4x 11.7x 10.6%
distributors
12/01/99 03/12/00 Boise Cascade Office Products Wholesale Boise Cascade Group 1,399,070 0.44x 7.5x 11.0x 5.9%
distributors
05/10/99 07/06/99 Unisource Worldwide Inc Wholesale Georgia-Pacific Corp 1,205,666 0.17x 9.4x 16.8x 1.8%
distributors
12/15/97 03/17/98 Gulf South Medical Supply Inc. Wholesale and Physician Sales and 606,875 2.41x 25.0x 26.4x 9.7%
distribution Services Inc.
03/07/97 08/01/97 Micro Bio-Medics Inc. Wholesale and Schein (Henry) Inc. 158,816 0.98x 28.4x 40.7x 3.5%
distribution
08/11/97 09/30/97 National Sanitary Supply Co. Wholesale Unisource Worldwide 147,729 0.47x 10.5x 15.1x 4.5%
distributors
------------------------------------------------------------------------------------------------------------------------------------
Low $147,729 0.17x 7.5x 11.0x 1.8%
High $1,399,070 2.41x 28.4x 40.7x 10.6%
Mean $632,487 0.93x 15.2x 20.3x 6.0%
Median $441,820 0.73x 10.4x 15.9x 5.2%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Wood Wyant
Market Multiples Analysis
--------------------------------------------------------------------------------
TEV / Revenue
<TABLE>
<CAPTION>
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Avnet Inc. 0.33x 0.45x 0.52x 0.66x
Daisytek International Corp 0.14 0.15 0.14 0.15
Handleman Company 0.31 0.34 0.34 0.34
United Stationers 0.34 0.37 0.40 0.43
------------------------------------------------------------------------------
High 0.34x 0.45x 0.52x 0.66x
Low 0.14x 0.15x 0.14x 0.15x
Median 0.33x 0.37x 0.40x 0.43x
Mean 0.29x 0.35x 0.38x 0.45x
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA 0.33x 0.33x
Wyant Corp. - Unaffected Stock Price NA NA 0.26x 0.26x
------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Price / Earnings
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Avnet Inc. 8.3x 14.1x NMF NMF
Daisytek International Corp 6.5 8.8 42.9 28.7
Handleman Company 8.7 9.8 9.4 9.4
United Stationers 9.6 11.2 11.4 12.9
------------------------------------------------------------------------------
High 9.6x 14.1x 42.9x 28.7x
Low 6.5x 8.8x 9.4x 9.4x
Median 8.7x 11.2x 27.2x 20.8x
Mean 8.5x 11.6x 26.7x 19.9x
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA NA NA
Wyant Corp. - Unaffected Stock Price NA NA NA NA
------------------------------------------------------------------------------
</TABLE>
<PAGE>
Wood Wyant
Market Multiples Analysis
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TEV / EBITDA
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Avnet Inc. 5.6x 9.1x 15.3x 18.5x
Daisytek International Corp 3.6 4.2 7.5 7.2
Handleman Company 4.0 4.4 4.3 4.3
United Stationers 5.5 6.1 6.4 6.9
------------------------------------------------------------------------------
High 5.6x 9.1x 15.3x 18.5x
Low 3.6x 4.2x 4.3x 4.3x
Median 5.5x 6.1x 7.5x 7.2x
Mean 4.8x 6.6x 9.8x 11.1x
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA 8.9x 10.4x
Wyant Corp. - Unaffected Stock Price NA NA 7.0x 8.3x
------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TEV / EBIT
Projected Projected
Next FYE Current FYE LTM FYE
--------- ----------- --- ---
<S> <C> <C> <C> <C>
Avnet Inc. 6.3x 10.9x 20.1x 24.0x
Daisytek International Corp 4.7 5.8 14.9 12.6
Handleman Company 5.0 5.7 5.6 5.6
United Stationers 6.3 7.0 7.4 8.0
------------------------------------------------------------------------------
High 6.3x 10.9x 20.1x 24.0x
Low 4.7x 5.7x 5.6x 5.6x
Median 6.3x 7.0x 14.9x 12.6x
Mean 5.7x 8.0x 13.6x 14.9x
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Wyant Corp. - Offer Price NA NA 16.7x 22.9x
Wyant Corp. - Unaffected Stock Price NA NA 13.3x 18.2x
------------------------------------------------------------------------------
</TABLE>
<PAGE>
Houlihan Lokey informs Parent and Purchaser that the assessment of
strategic alternatives did not include a quantification of the range of
expected value of the Company under each of the alternatives
considered.
(iii) by inserting at the conclusion (page 32) of the section thereof
entitled "Going Private Transactions" (page 31) the following:
Parent and the Purchaser believe that the Offer is not a going private
transaction within the meaning of Rule 13e-3(a)(3) because it is not an
offer "made by the issuer", but rather is being made by an unaffiliated
third party. However, once the Offer is consummated and Purchaser
becomes a majority shareholder of the Company, the subsequent Merger
would be a "purchase of an[] equity security by the issuer of such
security or by an affiliate of such issuer", and would thereby come
within the definition of a going private transaction under Rule
13e-3(a)(3). However, Rule 13e-3(g) provides an exception to this
result if the Merger occurs within one year following the termination
of the Offer. Parent and the Purchaser are confident that the Merger
will be consummated prior to the expiration of one year from the
termination of the Offer, and that the Merger will therefore not be
subject to Rule 13e-3.
5. SECTION 14 OF THE OFFER TO PURCHASE "CERTAIN CONDITIONS OF THE
OFFER" (page 32) is hereby amended by deleting in its entirety the second
paragraph thereof (page 32) and substituting in lieu thereof the following:
Notwithstanding any other provision of the Offer or the Merger or the
Merger Agreement, Purchaser will not be required to accept for payment
or, subject to any applicable rules and regulations of the Commission,
including the foregoing
<PAGE>
Rule 14e-1(c), to pay for, any Shares not theretofore accepted for
payment or paid for, and may terminate or amend the Offer as provided
in the Merger Agreement, (A) with the consent of the Company, or (B) if
at the expiration date of the Offer, in the case of paragraph (a)
below, or at any time on or after the date of the Merger Agreement, and
before the acceptance of such Shares for payment or the payment
therefor (the "TENDER OFFER CLOSING"), in the case of paragraph (b)
below, or at any time on or after the date of the Merger Agreement, and
before the expiration of the Offer in the case of paragraphs (c)
through (h) below, any of the following conditions exist:
6. SECTION 15 OF THE OFFER TO PURCHASE "CERTAIN LEGAL MATTERS" (page
33) is hereby amended by inserting at the conclusion of the section thereof
entitled "Canadian Antitrust Law" (page 35) the following:
The 14 day waiting period expired on September 19, 2000, and the
Commissioner has not required a long-form filing.
7. SECTION 16 OF THE OFFER TO PURCHASE "FEES AND EXPENSES" (page 36) is
hereby amended by inserting at the conclusion of the first paragraph thereof
(page 36) the following:
By agreement dated as of August 14, 2000 Parent and the Purchaser have
agreed to pay the Information Agent a fee of $5,000. By agreement dated
as of August 30, 2000 Parent and the Purchaser have agreed to pay the
Depositary a fee of $15,000.
99.(b)(1) US $145,000,000 Credit Agreement, dated as of July 23, 1998,
among Perkins Papers Ltd. and its subsidiaries named therein, the Lenders named
therein, and Royal Bank of Canada as Arranger and as Agent
99.(b)(2) First Amending Agreement to Credit Agreement, dated as of
January 1, 2000, among Perkins Papers Ltd. and Perkins Papers (USA) Ltd. and
Royal Bank of Canada as Arranger and as Agent, in respect of a Credit Agreement
dated as of July 23, 1998
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.
PERKINS ACQUISITION CORP.
By: /s/ Suzanne Blanchet
------------------------
Name: Suzanne Blanchet
Title: President
PERKINS PAPERS LTD.
By: /s/ Suzanne Blanchet
------------------------
Name: Suzanne Blanchet
Title: President and
Chief Executive Officer
Dated: September 25, 2000
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER
99.(b)(1) US $145,000,000 Credit Agreement, dated as of July 23, 1998,
among Perkins Papers Ltd. and its subsidiaries named therein, the Lenders named
therein, and Royal Bank of Canada as Arranger and as Agent
99.(b)(2) First Amending Agreement to Credit Agreement, dated as of
January 1, 2000, among Perkins Papers Ltd. and Perkins Papers (USA) Ltd. and
Royal Bank of Canada as Arranger and as Agent, in respect of a Credit Agreement
dated as of July 23, 1998
