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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 5
To
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF
1934
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WYANT CORPORATION
(Name of Subject Company (Issuer))
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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)
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MICHELE BEAUCHAMP, ESQ.
PERKINS PAPERS LTD.
77, MARIE-VICTORIN BOULEVARD
CANDIAC, QUEBEC
J5R 1C3 CANADA
TELEPHONE: (450) 444-6400
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
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COPIES TO:
SANDY K. FELDMAN, ESQ.
FELDMAN & ASSOCIATES
10 EAST 40TH STREET
NEW YORK, NEW YORK 10016
TELEPHONE: (212) 481-1551
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OCTOBER 13, 2000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$16,907,936 $3,381.59
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* For purposes of calculating amount of filing fee only. The amount assumes
(i) the purchase by Perkins Acquisition Corp. of 2,270,617 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Wyant Corporation
(the "Company"), at a purchase price in cash of $4.00 per share,
representing all the Common Stock outstanding as of August 29, 2000,
(ii) the purchase by Perkins Papers Ltd. of 1,333,333 shares of Class E
Exchangeable Preferred Stock of Wood Wyant Inc., a Canada corporation and a
wholly owned subsidiary of the Company, exchangeable on a one-for-one basis
for shares of Common Stock, at a purchase price in cash of $4.00 per share,
pursuant to the Stock Purchase Agreement as defined, and further described,
in the Offer to Purchase, and (iii) the payment by Perkins Acquisition
Corp. to holders of certain employee stock options, whether or not now
exercisable or vested, of an amount in cash equal to the difference between
$4.00 over the exercise price of such options (the "Option Payments"),
pursuant to the Merger Agreement as defined, and further described, in the
Offer to Purchase, in an aggregate amount of $328,898; the total number
of outstanding employee stock options is 623,034, and the fee hereunder
is calculated on the basis of this number times the $4.00 per share
purchase price, although not all such outstanding options are "in the
money" and subject to the Option Payments.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: 2,948.94(1)
432.65(2)
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3,381.59
Form or Registration No.: Schedule TO-T(1)
Schedule TO-T(Amendment No. 2)(2)
Filing Party: Perkins Papers Ltd.
Perkins Acquisition Corp.
Date Filed: September 8, 2000(1)
September 25, 2000(2)
/ / 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-4.
/ / going-private transaction subject to Rule 13e-3.
/ / 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: / /
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on September 8, 2000, as amended and supplemented on September
21 (Amendment No. 1), September 25 (Amendment No. 2), October 3 (Amendment
No. 3), and October 6, 2000 (Amendment No.4) (the "Schedule TO") relating to
the offer by Perkins Acquisition Corp., a New York corporation (the
"Purchaser") and a wholly owned subsidiary of Perkins Papers Ltd., a Canada
corporation ("Parent"), to purchase all the outstanding shares of Common
Stock, par value $0.01 per share (the "Shares"), of Wyant Corporation, a New
York corporation (the "Company"), at a purchase price of $4.00 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 8, 2000
as amended and supplemented (the "Offer to Purchase"), and in the related
Letter of Transmittal, copies of which are filed with this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively. Parent is a subsidiary of
Cascades Inc., a Quebec corporation ("Cascades"). This Amendment to Schedule
TO is being filed on behalf of the Purchaser and Parent.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by
including the following information:
On October 13, 2000, Parent issued a press release announcing the
extension of the Offer to 12:00 midnight, New York City time, on Thursday,
October 19, 2000. The Offer had previously been scheduled to expire at 12:00
midnight, New York City time, on Thursday, October 12, 2000. A copy of the
press release issued by Parent with respect to the foregoing is filed
herewith as Exhibit (a)(5)(iv) and is incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(5)(iv) Press Release issued by Perkins Papers Ltd. on
October 13, 2000.
2
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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.
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PERKINS ACQUISITION CORP.
By: /s/ SUZANNE BLANCHET
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Name: Suzanne Blanchet
Title: President
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<TABLE>
<S> <C> <C>
PERKINS PAPERS LTD.
By: /s/ SUZANNE BLANCHET
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Name: Suzanne Blanchet
Title: President and Chief Executive
Officer
Dated: October 13, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER
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*(a)(1)(A) Offer to Purchase dated September 8, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint Press Release issued by Parent and the Company on
August 30, 2000.
*(a)(1)(H) Summary Advertisement published September 8, 2000.
*(a)(5)(i) Press Release issued by Parent on September 21, 2000.
*(a)(5)(ii) Press Release issued by Parent on October 3, 2000.
*(a)(5)(iii) Press Release issued by Parent on October 6, 2000.
(a)(5)(iv) Press Release Issued by Parent on October 13, 2000.
(b) Not applicable.
(c) Not applicable.
*(d)(1) Agreement and Plan of Merger dated as of August 30, 2000,
among Parent, the Purchaser and the Company.
*(d)(2) Stock Purchase Agreement dated August 30, 2000, among
Parent, the Purchaser and James A. Wyant and certain members
of his family.
*(d)(3) Confidential Disclosure and Standstill Agreement dated June
28, 2000, between Cascades Inc. and the Company.
(e) Not applicable.
*(f) Appraisal rights. New York Business Corporation Law Section
910, "Right of shareholder to receive payment for shares
upon merger or consolidation, or sale, lease, exchange or
other disposition of assets, or share exchange"; Section
623, "Procedure to enforce shareholders' right to receive
payment for shares".
(g) Not applicable.
(h) Not applicable.
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*Previously filed.
