SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
CVF Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
12660F102
(CUSIP Number)
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Paula Fecteau
The Mutual Life Assurance Company of Canada
227 King Street South
Waterloo, Ontario, Canada N2J 4C5
(519) 888-2535
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
January 29, 1998
(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 3d-1(c), 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.
(Continued on following pages)
(Page 1 of 18 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 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).
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CUSIP No. 12660F102 13D Page 2 of 18 Pages
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1 NAME OF REPORTING PERSON
The Mutual Life Assurance Company of Canada
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is incorporated under Canadian law.
NUMBER OF 7 SOLE VOTING POWER
SHARES 359,200
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
359,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6%
14 TYPE OF REPORTING PERSON
IC
<PAGE>
CUSIP No. 12660F102 Page 3 of 18 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is the common stock, par value $.001 per share (the "Common Shares"), of CVF
Corporation ("CVF"). The address of the principal executive offices of CVF is
916 Center Street, Lewiston, New York 14092.
Item 2. Identity and Background.
This statement is filed by The Mutual Life Assurance Company of Canada
("Mutual"), a corporation duly organized under the laws of Canada. Mutual
produces and sells life, disability, accident and health insurance. The address
of the principal executive offices of Mutual is 227 King Street South, Waterloo,
Ontario N2J 4C5, Canada.
Mutual has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years.
During the last five years, Mutual has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such 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 law or finding any violation with
respect to such laws.
Set forth in Annex A hereto and incorporated by reference herein are the
(i) names, (ii) residence or business addresses, (iii) present principal
occupations or employments and the names, principal businesses and addresses of
the corporations or other organizations in which such employments are conducted,
and (iv) citizenship of each of the directors and executive officers of Mutual,
as required by (a) (b) (c) and (f) of Item 2.
During the last five years, to the best of Mutual's knowledge, none of
Mutual's directors or executive officers have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, to the best of Mutual's knowledge, none of
Mutual's directors or executive officers were a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings 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 law or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Shares of CVF currently held by Mutual were purchased by Mutual
from its own internal source of funds.
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CUSIP No. 12660F102 Page 4 of 18 Pages
Mutual originally acquired limited partnership units of CVF for a total
purchase price of $1,500,000.00. On February 22, 1996, these limited partnership
units were converted to 359,200 Common Shares of CVF and 1,885 preferred shares,
par value $.001 per share, of CVF. On January 29, 1998, CVF Common Shares began
trading on the American Stock Exchange.
No part of the purchase price was, is or will be represented by funds or
other consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting Common Shares of CVF.
To the best of Mutual's knowledge, none of its executive officers or
directors own any Common Shares of CVF.
Item 4. Purpose of Transaction.
The Common Shares of CVF held by Mutual were acquired for investment
purposes only and not for the purpose of exercising control over or influencing
control of CVF. Neither Mutual nor any of the persons listed in Annex A has any
present plan or proposals which relate to or would result in a change in the
existing business policies or management of CVF.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on January 29, 1998, Mutual owned 359,200
Common Shares of CVF. Based on information in a prospectus filed by CVF, as of
January 29, 1998, 5,992,349 Common Shares of CVF were outstanding. The shares
owned by Mutual on January 29, 1998 represented approximately 6% of the
outstanding Common Shares of CVF. According to a quarterly report of CVF filed
with the SEC on Form 10-QSB, as of November 13, 1998, there were 6,736,128
Common Shares of CVF outstanding. As of November 13, 1998, the shares owned by
Mutual represented approximately 5.33% of the outstanding Common Shares of CVF.
To the best of Mutual's knowledge, none of its executive officers or
directors own any Common Shares of CVF.
(b) Mutual has sole power to vote and sole power to dispose of the 359,200
Common Shares it currently holds, representing 6% of the outstanding Common
Shares of CVF. Mutual has no shared power to vote or dispose of Common Shares of
CVF. To the best of Mutual's knowledge, none of its directors or executive
officers has sole or shared power to vote or dispose of any Common Shares of
CVF.
<PAGE>
CUSIP No. 12660F102 Page 5 of 18 Pages
(c) Neither Mutual nor, to the best of Mutual's knowledge, any person named
in Annex A hereto has effected any transactions in Common Shares of CVF during
the sixty days prior to the date of the event requiring filing of this
statement, except as described herein.
(d) To the best of Mutual's knowledge, no other person has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, these securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
such persons and any person with respect to any securities of CVF.
Item 7. Materials to filed as Exhibits.
There are no materials to be filed as exhibits.
<PAGE>
CUSIP No. 12660F102 Page 6 of 18 Pages
SIGNATURES
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.
Date: December 8, 1998
/s/ Keith Cressman
Name: Keith Cressman
Title: Associate Director
Corporate Loans
The Mutual Life Assurance
Company of Canada
<PAGE>
CUSIP No. 12660F102 Page 7 of 18 Pages
Annex A
Directors and Executive Officers of The Mutual Life Assurance Company of Canada
Directors
<TABLE>
<CAPTION>
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
<S> <C> <C> <C>
R.M. Astley President and C.E.O. (R) 574 Strathmere Court Canadian
Mutual Life of Canada Waterloo, Ontario N2T 2K2
227 King Street South
Waterloo, Ontario N2J 4C5
L.V. Audet President and C.E.O. (R) 2 Avenue Grenville Canadian
COGECO Inc. Westmount, Quebec H3Y 1V8
1 Place Ville-Marie, Suite 3636
Montreal, Quebec H3B 3P2
J.T. Black Retired (R) 50 Sylvan Lane Canadian
Victoria, B.C. V8S 2K8
W.P. Cooper President and C.E.O. (R) 1456 Lakeshore Road E. Canadian
Cooper Construction Ltd. Oakville, Ontario L6J 1M1
2381 Bristol Circle, Suite C-200
Oakville, Ontario L6H 5S9
<PAGE>
CUSIP No. 12660F102
Page 8 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
P. Cote President and C.E.O. (R) 1271 Place de Merici Canadian
c/o Mallette, Benoit & Associates Quebec, Quebec G1S 3H8
Place Iberville IV
2954 boul. Laurier, Bureau 400
Ste-Foy, Quebec G1V 4H5
M.H. Freedman Partner (R) 93 Ash Street Canadian
Aikins, MacAualy & Thorvaldson Winnipeg, Manitoba R3N 0P4
30th flr., 360 Main Street
Commodity Exchange Tower
Winnipeg, Manitoba R3C 4G1
D.A. Ganong President (R) 44 Union Street Canadian
Ganong Brothers Limited St. Stephen, N.B. E3L 1T5
One Chocolate Drive
St. Stephen, N.B. E3L 2X5
G. Gibara President (R) Habitat 67 Canadian
Avvio Management Inc. Apt. 517
1470 Peel Street, Suite 200 2600 Pierre Dupuis
Montreal, Quebec H3A 1T1 Montreal, Quebec H3R 3R6
G.W. Hungerford Senior Partner (R) 5237 Connaught Drive Canadian
Douglas Symes & Brissenden Vancouver, B.C. V6M 3G2
2100 One Bentall Centre
505 Burrard Street
Vancouver, B.C. V7X 1R8
<PAGE>
CUSIP No. 12660F102
Page 9 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
W. James President & C.E.O. (R) 65 Harbour Square Canadian
Inmet Mining Corporation Suite 301
Suite 3400, Aetna Tower Toronto, Ontario M5J 2L4
79 Wellington Street West
P.O. Box 19 T-D Centre
Toronto, Ontario M5K 1A
I.F. Kesner University Professor (R) 3610 Jordans Way Canadian
School of Business Bloomington, Indiana 47401
Indiana University
1309 E. 10th Street
Management Department, Rm 660C
Bloomington, IN 47405-1701
E.L. Kwok Chairman and C.E.O. (R) 6040 Eagleridge Drive Canadian
Amara International Investment West Vancouver, B.C. V7W 1W9
Corp.
355 Burrard St. Suite 970
Vancouver, B.C. V6C 2G8
J.V. Masterman Chairman (R) 2 Tweedsmuir Court Canadian
Mutual Life of Canada Kitchener, Ontario N2A 3K8
227 King Street South
Waterloo, Ontario N2J 4C5
B.C. Matthews President Emeritus (R) 1902 - 6 Willow Street Canadian
University of Waterloo Waterloo, Ontario N2J 4S3
Waterloo, Ontario N2L 3G1
<PAGE>
CUSIP No. 12660F102
Page 10 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
J. Maxwell President 305 Clemow Avenue Canadian
CPRN Inc. Ottawa, Ontario K1S 2B7
250 Albert Street
Suite 600, P.O. Box 1503
Ottawa, Ontario K1P 6M1
N.W. Robertson Chairman (R) 6801 Livingstone Dr. S.W. Canadian
Prudential Steel Ltd. Calgary, Alberta T3E 6J2
1800, 140-4th Avenue S.W.
Calgary, Alberta T2P 3N3
J.H. Smith Retired (R) 27 Manresa Court Canadian
Beaconsfield, Quebec H9W 5H5
(R) 1520 Bayview Rd.
Oakville, Ontario L6L 5L8
Executive Officers
Name Office Business (B) or Residential (R) Address Citizenship
Astley, Robert President & CEO (R) 574 Strathmere Court Canadian
Murray, Mutual Life of Canada Waterloo, Ontario N2T
F.S.A., F.C.I.A. 227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 11 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
Beck, Michael Sr VP, Business Development (R) R. R. #1 Canadian
Anthony Paul, Mutual Life of Canada Ayr, Ontario N0B 1E0
F.S.A., F.C.I.A. 227 King Street South
Waterloo, Ontario N2J 4C5
Biehler, Richard VP, Ottawa (R) 33 Carriere Street Canadian
Mutual Life of Canada Buckingham, QC J8L 3T8
227 King Street South
Waterloo, Ontario N2J 4C5
Brooks, Douglas Vice-President and Chief Actuary (R) 341 Beechlawn Drive Canadian
Warren, Mutual Life of Canada Waterloo, Ontario N2L 5L8
F.S.A., F.C.I.A. 227 King Street South
Waterloo, Ontario N2J 4C5
Delamere, D'Arcy VP, Employee Benefit Solutions (R) 6029 St. Ives Way Canadian
Rollins Mutual Life of Canada Mississauga, Ontario L5N 4M2
227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 12 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
De Longhi, VP, Corporate Finance (R) 206 Stoke Drive Canadian
Cynthia Mutual Life of Canada Kitchener, Ontario N2N 2C1
Marian, C.A. 227 King Street South
Waterloo, Ontario N2J 4C5
Duncan, Mary Vice-President and General Counsel (R) 1229 Priory Court Canadian
Elizabeth & Corporate Secretary Oakville, Ontario L6M 1B5
Mutual Life of Canada
227 King Street South
Waterloo, Ontario N2J 4C5
Garramone, Jack F. VP, Canadian Sales Force (R) 322 Edenwood Place Canadian
CLU, CFP, CH.F.C. Mutual Life of Canada Waterloo, Ontario N2T 2S2
227 King Street South
Waterloo, Ontario N2J 4C5
Geraghty, Michael VP, Retail Customer Sales (R) 342 Amberwood Dr. Canadian
CLU, CFP, CH.F.C. Mutual Life of Canada Waterloo, Ontario N2T 1S7
227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 13 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
Gill, Brian Harold VP, Information Systems (R) 455 Oakfield Court Canadian
Mutual Life of Canada Waterloo, Ontario N2T 1X5
227 King Street South
Waterloo, Ontario N2J 4C5
Golem, Keith William, VP, Disability Management (R) 497 Beechwood Dr. #2 Canadian
AFA Mutual Life of Canada Waterloo, Ontario N2T 1H8
227 King Street South
Waterloo, Ontario N2J 4C5
Haynes, Neil Leonard, VP, Mergers and Acquisitions (R) 545 Belmont Ave. W. #201 Canadian
F.S.A., F.C.I.A Mutual Life of Canada Kitchener, Ontario N2M 5G7
227 King Street South
Waterloo, Ontario N2J 4C5
Kilimnik, Robert Frank, VP, Investments (R) 408 Clairbrook Crt. Canadian
M.B.A., C.F.A. Mutual Life of Canada Waterloo, Ontario N2L 5V7
227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 14 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
MacIntosh, David Executive VP, Investments (R) 298 Roxton Drive Canadian
Alan, M.A. Mutual Life of Canada Waterloo, Ontario N2T 1R5
227 King Street South
Waterloo, Ontario N2J 4C5
Madge, Larry Richard, VP, Insurance Products (R) 560 Park Ave. N.
F.S.A, F.C.I.A. Mutual Life of Canada Listowel, Ontario N4W 3B8
227 King Street South
Waterloo, Ontario N2J 4C5
McCarthy, Armand Patrick VP, Shared Business Services (R) 47 Blackwell Drive Canadian
Mutual Life of Canada Kitchener, Ontario N2N 1P4
227 King Street South
Waterloo, Ontario N2J 4C5
Maidment, Karen Ellen, Sr. VP and Chief Financial Officer (R) 92 Salisbury Ave. Canadian
B. Comm, C.A. Mutual Life of Canada Cambridge, Ontario N1S 1J5
227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 15 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
Medcalf, Alan Frank VP, Shared Technology Services (R) 355 Bridle Path Crt. Canadian
Mutual Life of Canada Waterloo, Ontario N2L 6A3
227 King Street South
Waterloo, Ontario N2J 4C5
Passmore, Janet Marie, VP, Marketing & Corp. Commun. (R) R. R. #4 Canadian
F.L.M.I. Mutual Life of Canada Bright, Ontario N0J 1B0
227 King Street South
Waterloo, Ontario N2J 4C5
Preston, Frank Fleuty VP, Customer Service (R) 395 Running Brook Pl. Canadian
Mutual Life of Canada Waterloo, Ontario N2K 3S5
227 King Street South
Waterloo, Ontario N2J 4C5
Reynolds, John Douglas, VP, Workplace Marketing (R) 51 McCarron Cres. Canadian
M.B.A., F.L.M.I. Mutual Life of Canada Waterloo, Ontario N2L 5M9
227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 17 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
Riley, John McDonald VP, Canadian Sales Force (R) 199 Stanley Dr. Canadian
Mutual Life of Canada Waterloo, Ontario N2L 1H5
227 King Street South
Waterloo, Ontario N2J 4C5
Saint-Onge, Hubert, BA, Sr. VP, Strategic Capabilities (R) 296 Pilgram's Circle Canadian
MA Mutual Life of Canada Waterloo, Ontario N2K 1Y4
227 King Street South
Waterloo, Ontario N2J 4C5
Sigurdson, Wayne Allan, VP, Customer Service Centres (R) R. R. #2 Canadian
F.L.M.I. Mutual Life of Canada New Hamburg, Ontario N0B 2G0
227 King Street South
Waterloo, Ontario N2J 4C5
Spencer, Herbert Henry VP, Savings & Retirement Service (R) 6 Willow St., Apt. 605 Canadian
Mutual Life of Canada Waterloo, Ontario N2J 4S3
227 King Street South
Waterloo, Ontario N2J 4C5
<PAGE>
CUSIP No. 12660F102
Page 18 of 18 Pages
Name Principal Occupation Business (B) or Residential (R) Address Citizenship
Triller, Barry John, Executive VP, Canadian Customers (R) 311 Bushwood Crt. Canadian
F.S.A., F.C.I.A. Mutual Life of Canada Waterloo, Ontario N2T 3E5
227 King Street South
Waterloo, Ontario N2J 4C5
von Schilling, Kurt Vice-President (R) 283 Glenridge Place Canadian
Karl, F.S.A., F.C.I.A., Mutual Life of Canada Waterloo, Ontario N2J 3Y1
M.A.A.A. 227 King Street South
Waterloo, Ontario N2J 4C5
Watson, Alison Houston, VP, Savings & Retirement Products 73 Westhill Dr. Canadian
F.S.A., F.C.I.A. Mutual Life of Canada Waterloo, Ontario N2J 3Z4
227 King Street South
Waterloo, Ontario N2J 4C5
West, Peter Bruce, C.A., VP, Financial Management 455 Lee Ave. Canadian
F.L.M.I. Mutual Life of Canada Waterloo, Ontario N2K 2N6
227 King Street South
Waterloo, Ontario N2J 4C5
</TABLE>
