<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
WYANT CORPORATION
-----------------
(Name of Issuer)
Common Stock, Par Value $.01
---------------------------
(Title of Class of Securities)
441069101
--------
(CUSIP Number)
James A. Wyant Kenneth E. Adelsberg, Esq.
Wyant & Company Inc. Winthrop, Stimson, Putnam
1475 32nd Avenue & Roberts
Lachine (Quebec) H8T 3J1 New York, New York 10004
514-636-9926 212-858-1000
--------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 30, 2000
--------------------------
(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 which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this Statement: [ ]
<PAGE> 2
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wyant & Company Inc.
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of Common Stock, of which 1,333,333 shares are
represented by the right to acquire 1,333,333 shares of Common Stock
through exchange of 1,333,333 shares of Class E Preferred Stock of
Wood Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James A. Wyant
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of Common Stock, of which 1,333,333 shares are
represented by the right to acquire 1,333,333 shares of Common Stock
through exchange of 1,333,333 shares of Class E Preferred Stock of
Wood Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Derek Wyant
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of Common Stock, of which 1,333,333 shares are
represented by the right to acquire 1,333,333 shares of Common Stock
through exchange of 1,333,333 shares of Class E Preferred Stock of
Wood Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lynne Emond
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of Common Stock, of which 1,333,333 shares are
represented by the right to acquire 1,333,333 shares of Common Stock
through exchange of 1,333,333 shares of Class E Preferred Stock of
Wood Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of Gerald W. Wyant
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of which 1,333,333 shares are represented by the
right to exchange 1,333,333 shares of Class E Preferred Stock of Wood
Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Derek Wyant Holdings, Inc.
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of Common Stock, of which 1,333,333 shares are
represented by the right to acquire 1,333,333 shares of Common Stock
through exchange of 1,333,333 shares of Class E Preferred Stock of
Wood Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3287858 Canada Inc.
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of Common Stock, of which 1,333,333 shares are
represented by the right to acquire 1,333,333 shares of Common Stock
through exchange of 1,333,333 shares of Class E Preferred Stock of
Wood Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
<PAGE> 9
SCHEDULE 13D
-------------------
CUSIP NO. 441069101
-------------------
-------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3323986 Canada Inc.
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
NA
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH PERSON 0
WITH
8. SHARED VOTING POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,594,685, of which 1,333,333 shares are
represented by the right to exchange
1,333,333 shares of Class E Preferred Stock
of Wood Wyant Inc. (See Items 4 and 5)
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,594,685 shares of which 1,333,333 shares are represented by the
right to exchange 1,333,333 shares of Class E Preferred Stock of Wood
Wyant Inc.
-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
55.6%; 72% if right of exchange is exercised
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
<PAGE> 10
AMENDMENT NO. 14
TO
SCHEDULE 13D
----------------
The Items identified below are amended. Capitalized terms used herein which
have not been defined shall have the meaning ascribed to them in the initial
filing of the Schedule 13D dated May 14, 1990 and any amendments thereto.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value per share
(the "Common Stock"), of Wyant Corporation (f/k/a Hosposable Products, Inc.), a
New York corporation (the "Company"), the principal executive offices of which
are located at 1170 US Highway 22 East, Suite 203, Bridgewater, New Jersey.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of the following corporations and
individuals (the "Filing Parties"), which together may constitute a group
pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, as amended
(the "Act"):
A. Wyant & Company Inc.
B. James A. Wyant.
C. John Derek Wyant.
D. Lynne Emond.
E. Estate of Gerald W. Wyant.
F. Derek Wyant Holdings Inc.
G. 3287858 Canada Inc.
H. 3323986 Canada Inc., a corporation incorporated under the Canada
Business Corporations Act ("New Geraldco"). New Geraldco is wholly
owned by the Estate of Gerald W. Wyant and its principal business is
to hold and preserve shares of Common Stock for the Estate of Gerald
W. Wyant. New Geraldco's directors are Paula Tepper-Wyant and Thomas
R.M. Davis, as executors of the Estate, and James A. Wyant, and its
officers are Paula Tepper-Wyant, who is President, James A. Wyant, who
is Vice President and Secretary, Thomas R.M. Davis, who is Vice
President and Lynn Grassby, who is Assistant Secretary. New Geraldco
maintains its principal address at 1475 32nd Avenue, Lachine, Quebec
H8T 3J1.
During the last five years, none of the Filing Parties nor any of their
respective directors and officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
<PAGE> 11
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
This statement is being filed in connection with the execution and delivery
of a Stock Purchase Agreement (the "Stock Purchase Agreement") dated August 30,
2000 between Perkins Papers Ltd., a Canada corporation ("Parent"), Perkins
Acquisition Corp., a New York corporation ("Purchaser"), James A. Wyant, the
Vice Chairman and Corporate Secretary of the Company, John Derek Wyant, Lynne
Ellen Emond and the Estate of Gerald W. Wyant (together with James A. Wyant,
John Derek Wyant and Lynne Ellen Emond, the "Wyant Family"), as the beneficial
owners of certain shares of Common Stock, and James A. Wyant as the beneficial
owner of Class E Exchangeable Preferred Stock ("Class E Preferred Stock") of
Wood Wyant Inc., a corporation organized and existing under the laws of Canada
and a wholly owned subsidiary of the Company ("Wood Wyant") and the related
tender offer by Purchaser, as set forth in the Tender Offer Statement on
Schedule TO filed by the Purchaser on September 8, 2000 (the "Schedule TO"), to
purchase any and all of the issued and outstanding shares of Common Stock of the
Company at a price of $4.00 per share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 8, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, as they
may be amended or supplemented from time to time, together constitute the
"Offer").
The aforesaid discussion is a summary of only certain provisions of the
Schedule TO, which is incorporated herein by reference. Such summary is
qualified in its entirety by reference to the Schedule TO.
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of August 30, 2000 (the "Merger Agreement"), by and among Parent, Purchaser
and the Company. Pursuant to the Merger Agreement, as promptly as practicable
following the consummation of the Offer and upon satisfaction of the other
conditions contained in the Merger Agreement, Purchaser will be merged with and
into the Company (the "Merger"), with the Company being the surviving entity and
becoming a wholly owned subsidiary of Parent. Pursuant to the Stock Purchase
Agreement (a) all of the shares of Common Stock owned by the Wyant Family,
constituting a majority of the issued and outstanding shares of Common Stock of
the Company, shall be tendered in the Offer and Purchaser shall take up and pay
for such shares of Common Stock, and (b) Parent shall simultaneously, and for
the same per share consideration, purchase all of the Class E Preferred Stock
from the owner thereof. Therefore, the Purchaser will possess, upon consummation
of the Offer, sufficient voting power to cause the Company to consummate the
Merger without the affirmative vote of the stockholders of the Company.
Pursuant to the Stock Purchase Agreement, the Wyant Family has (1) agreed
not to (a) directly or indirectly sell, transfer, assign or otherwise dispose of
or encumber, or take any action which could reasonably be expected to result in
the sale, transfer, assignment or other disposition or encumbrance of any shares
of the Common Stock or Preferred Stock and (2) agreed, in the event that the
Offer is terminated prior to the Purchaser's taking up and paying for the shares
of Common Stock, to vote in favor of approval and adoption of the Merger
Agreement and the transactions contemplated thereby and to approve and authorize
the Merger.
Pursuant to a Voting Trust Dissolution Agreement dated as of August 30,
2000 (the "Voting Trust Dissolution Agreement"), the Voting Trust Agreement
dated as of March 18, 1997 among Wyant, McCarthy Tetrault, as depositary, James
A. Wyant, as voting trustee, 3287858 Canada Inc., a corporation wholly owned by
Lynne Emond and incorporated under the Canada Business Corporations Act
("Lynneco"), and Derek Wyant Holdings Inc. (f/k/a 1186020 Ontario Limited), a
corporation wholly owned by John Derek Wyant and incorporated under the Business
Corporations Act (Ontario) ("Derekco") was dissolved effective as of August 30,
2000.
The aforesaid discussion is a summary of only certain provisions of the
Voting Trust Dissolution Agreement, which is incorporated herein by reference to
Exhibit D. Such summary is qualified in its entirety by reference to the Voting
Trust Dissolution Agreement.
11
<PAGE> 12
Pursuant to a Voting Trust Dissolution Agreement dated as of August 30,
2000 (the "Geraldco Voting Trust Dissolution Agreement"), the Voting Trust
Agreement dated as of March 14, 1997 among McCarthy Tetrault, as depositary,
James A. Wyant, as voting trustee, and New Geraldco was dissolved effective as
of August 30, 2000.
The aforesaid discussion is a summary of only certain provisions of the
Geraldco Voting Trust Dissolution Agreement, which is incorporated herein by
reference to Exhibit E. Such summary is qualified in its entirety by reference
to the Geraldco Voting Trust Dissolution Agreement.
In addition to the foregoing, under the terms and conditions of an
Agreement dated May 2, 1996 among Wyant and certain of its shareholders (the
"Wyant Agreement") and by virtue of Derekco's and Lynneco's respective ownership
of Class X and Class XI preferred shares of Wyant, each of Derekco and Lynneco
is entitled to cause Wyant to (i) exchange up to 111,111 of Wyant's 1,333,333
shares of Class E Preferred Stock of Sub for an equal number of shares of Common
Stock and (ii) immediately thereafter, sell such shares of Common Stock and
deliver to Derekco and Lynneco the net after-tax proceeds resulting from such
sale.
The aforesaid discussion is a summary of only certain provisions of the
Wyant Agreement, which is incorporated herein by reference to Exhibit B. Such
summary is qualified in its entirety by reference to the Wyant Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Each of the Filing Parties who, together may comprise a group within
the meaning of Section 13(d)(3) of the Act, is deemed to be the beneficial owner
of 2,594,685 shares of common stock of which 1,333,333 shares are represented by
the right to exchange 1,333,333 shares of Class E Preferred Stock of Wood Wyant
Inc., representing 55.6% of the outstanding shares of Common Stock (based upon
2,270,617 outstanding shares of Common Stock) and 72% of the Common Stock that
would be outstanding if the right of exchange is exercised. Each of the Filing
Parties expressly disclaims beneficial ownership of all such shares other than
the number of such shares and the percentage set forth opposite his or her name
in column A below. Upon the exchange of 1,333,333 shares of Class E Preferred
Stock of Wood Wyant Inc., each such Filing Party would disclaim beneficial
ownership of all such shares other than the number and percentages of the then
outstanding shares of Common Stock (based upon 3,603,950 shares of Common Stock)
set forth opposite his or her name in column B below.
<TABLE>
<CAPTION>
COLUMN A COLUMN B
<S> <C> <C>
A. Wyant & Company Inc. 432,020; 19.0% 1,765,353; 48.9%
B. James A. Wyant 432,020; 19.0% 1,765,353; 48.9%
C. John Derek Wyant 317,333; 14.0% 428,444; 11.9%
D. Lynne Emond 317,333; 14.0% 428,444; 11.9%
E. Estate of Gerald W. Wyant 194,666; 8.6% 194,666; 5.4%
F. Derek Wyant Holdings Inc. 317,333; 14.0% 428,444; 11.9%
G. 3287858 Canada Inc. 317,333; 14.0% 428,444; 11.9%
H. 3323986 Canada Inc. 194,666; 8.6% 194,666; 5.4%
</TABLE>
(b) See rows 7 through 10 of the Cover Pages. The Filing Parties as a
group are deemed to have the shared power to vote or direct the vote and the
shared power to dispose of all of the shares of Common Stock that each such
party is deemed to beneficially own as disclosed in Item 5(a) above.
(c) There have been no transactions in the Common Stock that were effected
over the past 60 days, other than described herein.
(d) Except as otherwise disclosed herein, no other person has the right to
receive or the power to direct receipt of dividends from, or the proceeds of the
sale of, such Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 4 above.
12
<PAGE> 13
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement, dated September 12, 2000, among Wyant &
Company Inc., James A. Wyant, John Derek Wyant, Lynne Emond, the
Estate of Gerald W. Wyant, Derek Wyant Holdings, Inc., 3287858
Canada Inc. and 3323986 Canada Inc. (incorporated by reference to
Exhibit A of Amendment No. 14 to Schedule 13D dated August 30,
2000 and filed on September 13, 2000).
Exhibit B Agreement dated May 2, 1996 among G.H. Wood + Wyant Inc., John
Derek Wyant, M.D., Lynne Emond, James A. Wyant and Gerald W.
Wyant (incorporated by reference to Exhibit C of Amendment No. 10
to Schedule 13D dated June 11, 1996 and filed on July 12, 1996).
Exhibit C Stock Purchase Agreement, dated August 30, 2000 by and among
between Perkins Papers Ltd., a Canada corporation, Perkins
Acquisition Corp., a New York corporation, James A. Wyant, the
Vice Chairman and Corporate Secretary of the Company, John Derek
Wyant, Lynne Ellen Emond and the Estate of Gerald W. Wyant as the
beneficial owners of certain Shares of the Company, and James A.
Wyant as the beneficial owner of Class E Preferred Stock of Wood
Wyant Inc., a corporation organized and existing under the laws
of Canada and a wholly owned subsidiary of the Company
(incorporated by reference to the Schedule TO filed by Perkins
Acquisition Corp. on September 8, 2000).
Exhibit D Voting Trust Dissolution Agreement dated as of August 30, 2000 by
and among Wyant & Company Inc., Derek Wyant Holdings Inc.,
3287858 Canada Inc., James A. Wyant, James A. Wyant as voting
trustee, John Derek Wyant, Lynne Emond and McCarthy Tetrault as
depositary.*
Exhibit E Voting Trust Dissolution Agreement dated as of August 30, 2000 by
and among The Estate of Gerald W. Wyant, 3323986 Canada Inc.,
James A. Wyant as voting trustee and McCarthy Tetrault as
depositary. (incorporated by reference to
Exhibit A of Amendment No. 14 to Schedule 13D dated August 30,
2000 and filed on September 13, 2000).
* Filed herewith. The attached agreement, which was originally filed as
Exhibit D of Amendment No. 14 to Schedule 13D dated August 30, 2000 and filed on
September 13, 2000 has been filed to correct a typographical error in the
agreement that was filed previously.
13
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
WYANT & COMPANY INC.
DATED: September 26, 2000 By: /s/ James A. Wyant
-------------------------------
James A. Wyant
President
/s/ James A. Wyant
--------------------------------------
James A. Wyant
/s/ John Derek Wyant
--------------------------------------
John Derek Wyant
/s/ Lynne Emond
--------------------------------------
Lynne Emond
ESTATE OF GERALD W. WYANT
/s/ Paula Tepper-Wyant
--------------------------------------
Paula Tepper-Wyant
/s/ Thomas R.M. Davis
--------------------------------------
Thomas R.M. Davis
DEREK WYANT HOLDINGS, INC.
By: /s/ John Derek Wyant
----------------------------------
John Derek Wyant
President
3287858 CANADA INC.
By: /s/ Lynne Emond
--------------------------------
Lynne Emond
President
3323986 CANADA INC.
By: /s/ Paula Tepper-Wyant
----------------------------------
Name: Paula Tepper-Wyant
Title: President
14
<PAGE> 15
EXHIBIT INDEX
Exhibit A Joint Filing Agreement, dated September 12, 2000, among Wyant &
Company Inc., James A. Wyant, John Derek Wyant, Lynne Emond, the
Estate of Gerald W. Wyant, Derek Wyant Holdings, Inc., 3287858
Canada Inc. and 3323986 Canada Inc. (incorporated by reference to
Exhibit A of Amendment No. 14 to Schedule 13D dated August 30,
2000 and filed on September 13, 2000).
Exhibit B Agreement dated May 2, 1996 among G.H. Wood + Wyant Inc., John
Derek Wyant, M.D., Lynne Emond, James A. Wyant and Gerald W.
Wyant (incorporated by reference to Exhibit C of Amendment No. 10
to Schedule 13D dated June 11, 1996 and filed on July 12, 1996).
Exhibit C Stock Purchase Agreement, dated August 30, 2000 by and among
between Perkins Papers Ltd., a Canada corporation, Perkins
Acquisition Corp., a New York corporation, James A. Wyant, the
Vice Chairman and Corporate Secretary of the Company, John Derek
Wyant, Lynne Ellen Emond and the Estate of Gerald W. Wyant as the
beneficial owners of certain Shares of the Company, and James A.
Wyant as the beneficial owner of Class E Preferred Stock of Wood
Wyant Inc., a corporation organized and existing under the laws
of Canada and a wholly owned subsidiary of the Company
(incorporated by reference to the Schedule TO filed by Perkins
Acquisition Corp. on September 8, 2000).
Exhibit D Voting Trust Dissolution Agreement dated as of August 30, 2000 by
and among Wyant & Company Inc., Derek Wyant Holdings Inc.,
3287858 Canada Inc., James A. Wyant, James A. Wyant as voting
trustee, John Derek Wyant, Lynne Emond and McCarthy Tetrault as
depositary.*
Exhibit E Voting Trust Dissolution Agreement dated as of August 30, 2000 by
and among The Estate of Gerald W. Wyant, 3323986 Canada Inc.,
James A. Wyant as voting trustee and McCarhty Tetrault as
depositary. (incorporated by reference to
Exhibit A of Amendment No. 14 to Schedule 13D dated August 30,
2000 and filed on September 13, 2000).
* Filed herewith. The attached agreement, which was originally filed as
Exhibit D of Amendment No. 14 to Schedule 13D dated August 30, 2000 and filed on
September 13, 2000 has been filed to correct a typographical error in the
agreement that was filed previously.
15
