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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TREATS INTERNATIONAL ENTERPRISES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
89464M 20 2
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(CUSIP Number)
Barrie G. Laver, Royal Bank Capital Corporation, 200 Bay Street, 13th Floor
Toronto, Ontario M5J 2J5 (416-974-4497)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 18, 1995
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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 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
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
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SCHEDULE 13D
CUSIP No. 89464M 20 2 Page 2 of 6 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Royal Bank of Canada and its wholly-owned subsidiary,
Royal Bank Capital Corporation
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(2) Check the Appropriate Box if a Member of a Group* (a)/ /
(b)/ /
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(3) SEC Use Only
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(4) Source of Funds*
WC PF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Canada
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(7) Sole Voting Power
Number of Shares 12,395,947
Beneficially ----------------------------------------------------------
Owned by (8) Shared Voting Power
Each 0
Reporting ----------------------------------------------------------
Person (9) Sole Dispositive Power
With 12,395,947
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
12,395,947
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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)
47.2%
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(14) Type of Reporting Person*
BK (Royal Bank of Canada) CO (Royal Bank Capital Corporation)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 3 of 6 Pages
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This Amendment No. 1 amends the original Schedule 13D previously filed by
Royal Bank of Canada and Royal Bank Capital Corporation, as Reporting Person,
on June 19, 1995 relating to Common Stock of Treats International
Enterprises, Inc.
Terms used in this Amendment that are defined in the original Schedule 13D
and not otherwise defined herein shall have the meanings assigned to such
terms in the original Schedule 13D.
Footnote references are to the Footnotes in the original Schedule 13D.
All share amounts have been adjusted to reflect a 1-for-3 reverse stock split
of the Common Shares of Issuer effective as of June 21, 1993.
Unless otherwise indicated, all dollar ($) amounts are in United States
Dollars (C$ signifies Canadian Dollars).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 18, 1995, RBC was issued an additional 350,000 Common Shares
(the "September 1994 Shares") by issuer.
The September 1994 Shares were issued to RBC pursuant to the provisions of
the Letter dated September 26, 1994 from Barrie Laver, Vice President of
RBCC, to Paul Gibson, President and Chief Executive Officer of Issuer, which
was accepted and agreed to on behalf of Issuer and Triadon, with an attached
Term Sheet dated September 20, 1994 (the "September 1994 Agreement"). A copy
of the September 1994 Agreement was filed as an Exhibit to the original
Schedule 13D.
The September 1994 Agreement provided that, if Issuer or a subsidiary company
was not successful in raising $4,000,000 in new equity capital by June 30,
1995, RBC/RBCC would be issued an additional 350,000 Common Shares at nominal
consideration. Issuer or a subsidiary company did not raise $4,000,000 in new
equity capital by June 30, 1995, and, as a result, RBC was issued the
September 1994 shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) After the issuance of the September 1994 Shares, the aggregate number
of Common Shares of Issuer beneficially owned by Reporting Persons is
12,395,947 Common Shares, which includes (i) an estimated 4,508,187
shares which RBC has the right to acquire upon conversion of
5,409,825 Series A Preferred Shares of Issuer assuming a conversion
price of $0.60 per shares, and (ii) an estimated 680,000 Common
Shares that RBC has the right to acquire if it should elect to have
accrued dividends of $148,772 on 5,409,825 Series A Preferred Shares
for the period from July 1, 1994 through June 30,1995 paid in Common
Shares.
The Common Shares beneficially owned by Reporting Persons represent
approximately
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 4 of 6 Pages
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47.2% of the outstanding Common Shares of Issuer (based upon
the number of Common Shares shown to be outstanding as of March 31,
1995 in Issuer's Form 10-Q for the Quarter ended March 31, 1995).
(b) Reporting Persons have sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of all of the Common
Shares beneficially owned by the Reporting Person as described in (a)
above.(1) (2)
(c) Except for the issuance of the September 1994 Shares, there have been
no transactions in Common Shares by either Reporting Person since
February 1, 1995.
(d) Except for the directors of Issuer (who, through their statutory
power as directors, have the right to determine if and when
dividends are declared and paid), no person (other than a Reporting
Person) is known by Reporting Persons to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Shares beneficially owned by Reporting
Persons as described in (a) above.(4)
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following agreement is added as an Exhibit to this Schedule 13D:
(c) Agreement effective as of June 15, 1995 between RBC and RBCC that
original Schedule 13D, this Amendment, and all future amendments are
filed on behalf of each of them.
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 5 of 6 Pages
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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.
Date: September 28, 1995
____________________
ROYAL BANK OF CANADA
Janice Fukakusa
_____________________________
Name:
Title: Senior Vice President
ROYAL BANK CAPITAL CORPORATION
Barrie Laver
_______________________________
Name:
Title: Vice President
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 6 of 6 Pages
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AGREEMENT PURSUANT TO REG. 240.13d-1 (f) (1) (iii)
AGREEMENT effective as of June 15, 1995 between ROYAL BANK OF CANADA and
ROYAL BANK CAPITAL CORPORATION.
THE PARTIES hereby agree that the Schedule 13D dated June 15, 1995 and all
amendments thereto relating to their beneficial ownership of Common Stock of
Treats International Enterprises, Inc. are filed on behalf of each of them
with the effect set forth in Reg. 240.13d-1(f) (1) (ii).
ROYAL BANK OF CANADA
Janice Fukakusa
_____________________________
Name:
Title: Senior Vice President
ROYAL BANK CAPITAL CORPORATION
Barrie Laver
_____________________________
Name:
Title: Vice President
