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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
Wyant Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per Share
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(Title of Class of Securities)
982855108
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(CUSIP Number)
Michele Beauchamp, Esq.
Perkins Papers Ltd.
77, Marie-Victorin Boulevard
Candiac, Quebec
J5R 1C3 Canada
Telephone: (450) 444-6400
COPIES TO:
Sandy K. Feldman, Esq.
Feldman & Associates
10 East 40th Street
New York, NY 10016
Telephone: (212) 481-3700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 26, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_| .
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
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(Continued on following pages)
(Page 1 of Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 982855108 SCHEDULE 13D Page of Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cascades Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES 2,594,685*
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH
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10 SHARED DISPOSITIVE POWER
2
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2,594,685*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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14 TYPE OF REPORTING PERSON
CO
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
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CUSIP No. 982855108 SCHEDULE 13D Page of Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perkins Papers Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
0
3
<PAGE>
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,594,685*
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
2,594,685*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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14 TYPE OF REPORTING PERSON
CO
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
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CUSIP No. 982855108 SCHEDULE 13D Page of Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Perkins Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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4
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,594,685*
OWNED BY
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
2,594,685*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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14 TYPE OF REPORTING PERSON
CO
* The reporting person expressly disclaims beneficial ownership of any shares
other than the shares owned of record by the reporting person. The filing of
this statement shall not be deemed to be an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
statement.
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AMENDMENT NO. 1
TO
SCHEDULE 13D
The Items identified below are amended. Capitalized terms used herein
which have not been defined shall have the meanings ascribed to them in the
initial filing of the Schedule 13D dated September 11, 2000.
5
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Item 4. Purpose of Transaction.
On August 30, 2000, Parent, Purchaser and the Issuer entered into an
Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement
contemplates an acquisition of the Issuer by Parent at a price of $4.00 per
share in cash, which will be effected by (i) a tender offer (the "Offer") by
Purchaser for all of the issued and outstanding Shares (other than the Shares
owned by Parent, Purchaser or the Issuer or any subsidiary of Parent or the
Issuer, and (ii) a merger of Purchaser with and into the Issuer (the "Merger").
The Merger Agreement is attached as Exhibit 1.
On August 30, 2000, Parent and Purchaser entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with certain shareholders of the
Issuer consisting of James A. Wyant and certain members of his family (the
"Wyant Family Shareholders"). Pursuant to the Stock Purchase Agreement, on the
terms set forth therein, each of the Wyant Family Shareholders has agreed, among
other things, (i) to tender and not withdraw his or her Shares in the Offer,
which in the aggregate consist of 1,261,352 Shares; (ii) not to transfer control
over his or her Shares or any interest therein to any person; and (iii) to vote
his or her Shares in favor of the Merger Agreement and the Merger at any meeting
of the Issuer's shareholders called for that purpose.
In addition, pursuant to the Stock Purchase Agreement, on the terms set forth
therein, James A. Wyant will sell to Parent, at the time Purchaser purchases
the Shares pursuant to the Offer, all of the Class E Exchangeable Preferred
Stock ("Exchangeable Preferred Stock") of Wood Wyant Inc., a wholly owned
subsidiary of the Issuer ("Wood Wyant"), owned directly or indirectly by him,
consisting of 1,333,333 shares of Exchangeable Preferred Stock, which are
exchangeable, on demand and without additional consideration, for Shares on a
one-for-one basis, at the same purchase price of $4.00 per share of such
Preferred Stock as will be paid to the holders of Shares pursuant to the
Offer. James A. Wyant has also agreed in the Stock Purchase Agreement not to
transfer control over the Exchangeable Preferred Stock or any interest
therein to any person.
The Stock Purchase Agreement is attached as Exhibit 2.
As of August 30, 2000, the Wyant Family Shareholders beneficially owned in
aggregate 2,594,685 Shares (as determined pursuant to Rule 13d-3 under the
Securities and Exchange Act of 1934), representing 72% of the aggregate of the
2,270,617 Shares then outstanding, plus the 1,333,333 Shares exchangeable for
the Exchangeable Preferred Stock.
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AMENDMENT OF STOCK PURCHASE AGREEMENT TO RESOLVE ISSUE OF
"POTENTIAL ACCOUNTING IRREGULARITIES" AT THE ISSUER'S SUBSIDIARY
THE STUDY BY THE PERKINS COMPANIES AND ITS CONCLUSION
Following the announcement by the Issuer (hereinafter, sometimes,
the "Company") in its October 2, 2000 press release and subsequent filings
with the SEC of "potential accounting irregularities" at its
IFC Disposables, Inc. subsidiary, Parent and the Purchaser (hereinafter,
sometimes, the "Perkins Companies") extended the expiration of the Offer
and Parent announced in its October 3 press release that
Perkins is currently studying the potential impact of this
information on its tender offer announced on August 30, 2000, and
commenced on September 8, 2000, for all outstanding shares of the
common stock of Wyant Corporation. Once this study is completed,
Perkins will promptly announce its effect, if any, on the tender
offer.
This study, which has included discussions with the Company and
Mr. Wyant, has now been concluded. During the pendency of the study and
discussions the Perkins Companies have extended the expiration of the
Offer four times. The Offer is currently scheduled to expire at 12:00
midnight, New York City time, on Monday, November 13, 2000. Parent and
the Purchaser have concluded that the "potential accounting
irregularities" should result in a reduction in the overall acquisition
cost to Parent and the Purchaser of more than $1 million. The Company
has argued against this conclusion and in support of maintaining the
$4.00 per Share price to be paid to all holders of the Company's Shares.
AMENDMENT TO STOCK PURCHASE AGREEMENT
In order to provide the reduced cost to Parent and the Purchaser,
while at the same time maintaining the $4.00 per Share price to be paid to
all holders of the Company's Shares, the parties have agreed to amend the
Stock Purchase Agreement to reduce the purchase price paid to Mr. Wyant
for his Preferred Stock to $3.51 per share. The parties have also agreed
to amend Mr. Wyant's employment agreement to reduce the amounts to be paid
to him thereunder as a result of the change in control resulting from the
closing of the Offer. This would result in an aggregate Preferred Stock
purchase price reduction of approximately $650,000 (1,333,333 shares of
Preferred Stock at $3.51 rather than $4.00), and an employment contract
payment reduction of approximately $91,000 (C$130,000), for an aggregate
reduced cost to the Perkins Companies of approximately $741,000.
The foregoing amendment to the Stock Purchase Agreement and Mr.
Wyant's Employment Agreement has been effected by a letter agreement
among the parties, dated October 26, 2000 (the "Letter Agreement").
The Letter Agreement is attached as Exhibit 3.
The amendment to the Stock Purchase Agreement comes within the
provisions of Rule 14e-5 under the Securities Exchange Act of 1934, as
amended, which, among other things, prohibits any offeror in any tender
offer, and any person acting on behalf of the offeror, from directly or
indirectly purchasing or arranging to purchase any subject securities or
any "related securities" other than pursuant to the tender offer. This
prohibition applies from the time the tender offer is publicly announced
until the tender offer expires. A "related security" is defined in Rule
14e-5(c)(6) to include "securities[, such as the Preferred Stock,] that
are immediately convertible into, exchangeable for, or exercisable for
subject securities."
Although the Stock Purchase Agreement, prior to amendment, is
excepted from the prohibitions of Rule 14e-5 by the exception contained in
Rule 14e-5(b)(7) ("Purchases Pursuant to Contractual Obligations"), the
amendment effected by the Letter Agreement during the pendency of the
Offer brings the Stock Purchase Agreement within the prohibitions of the
Rule. Therefore, Parent and the Purchaser requested of the SEC "no action"
or exemptive relief to the effect that the Stock Purchase Agreement, as
amended by the Letter Agreement, will not violate Rule 14e-5. On
November 3, 2000 Parent and the Purchaser received such relief.
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Item 7. Material to be Filed as Exhibits.
The following documents are being filed as exhibits to this statement and are
each incorporated herein by reference:
Exhibit 1 - Agreement and Plan of Merger, dated as of August 30, 2000, by and
among Perkins Papers Ltd., Perkins Acquisition Corp. and Wyant Corporation.*
Exhibit 2 - Stock Purchase Agreement, dated August 30, 2000, by and among
Perkins Papers Ltd., Perkins Acquisition Corp., James A. Wyant, John Derek
Wyant, Lynne Ellen Emond and the Estate Of Gerald W. Wyant.*
Exhibit 3 - Letter Agreement dated October 26, 2000 among Parent, the
Purchaser, the Company and the Wyant Family Shareholders amending the Stock
Purchaser Agreement.**
Exhibit 4 - Joint Filing Agreement, dated as of September 11, 2000, by and
among Cascades Inc., Perkins Papers Ltd. and Perkins Acquisition Corp.***
*Incorporated by reference to the Tender Offer Statement on Schedule TO of
Parent and Purchaser filed with the Securities and Exchange Commission on
September 8, 2000.
** Incorporated by reference to Exhibit (d)(4) of Amendment No. 8 to the
Tender Offer Statement on Schedule TO of Parent and Purchaser filed with the
Securities and Exchange Commission on November 6, 2000.
*** Incorporated by reference to Exhibit 3 of the Schedule 13D of Cascades
Inc., Perkins Papers Ltd. and Perkins Acquisition Corp. filed with the
Securities and Exchange Commission on September 11, 2000.
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SIGNATURE
After reasonable 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.
CASCADES INC.
By: /s/ Laurent Lemaire
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Name: Laurent Lemaire
Title: President and Chief Executive
Officer
Date: November 7, 2000
PERKINS PAPERS LTD.
By: /s/ Suzanne Blanchet
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Name: Suzanne Blanchet
Title: President and Chief Executive
Officer
Date: November 7, 2000
PERKINS ACQUISITION CORP.
By: /s/ Suzanne Blanchet
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Name: Suzanne Blanchet
Title: President
Date: November 7, 2000
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