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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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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, Vice President, Royal Bank Capital Corporation
200 Bay Street, Royal Bank Plaza, Toronto, Ontario M5J 2J5 (416-974-4497)
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 26, 1996
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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 this 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
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CUSIP No. 89464M 20 2 Page 2 of 5 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
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 (a) / /
of a Group* (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 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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Number of Shares (7) Sole Voting Power
Beneficially Owned 17,552,738
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
17,552,738
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
17,552,738
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
59.8%
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(14) Type of Reporting Person*
BK (Royal Bank of Canada) CO (Royal Bank Capital Corporation)
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 3 of 5 Pages
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This Amendment No. 3 amends the original Schedule 13D previously filed by Royal
Bank of Canada and Royal Bank Capital Corporation, as Reporting Person, on June
19, 1995, as amended by Amendment No. 1 thereto filed on September 28, 1995, and
as amended by Amendment No. 2 thereto filed on October 30, 1995, relating to
Common Stock of Treats International Enterprises, Inc.
Terms used in this Amendment that are defined in the original Schedule 13D,
Amendment No. 1 or Amendment No. 2 thereto, and not otherwise defined herein
shall have the meanings assigned to such terms in the original Schedule 13D,
Amendment No. 1 or Amendment No. 2 thereto.
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 4. PURPOSE OF TRANSACTION
See the information under Item 5 in this Amendment No. 3 and the contracts,
arrangements and understandings added as Exhibits to this Schedule 13D that are
referred to under Item 7 in this Amendment No. 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of April 26, 1996 the Reporting Person agreed to sell to the Issuer for
C$3,400,000 (i) 5,607,760 Common Shares of Issuer, (ii) 5,409,825 Preferred
Shares of Issuer, and the Triadon Debenture with a current principal value of
C$1,134,562. This transaction is scheduled to close no later than June 24,
1996. To the best of the knowledge of the Reporting Person, this transaction is
conditioned upon only the satisfactory completion of due diligence by a
potential investor in Issuer. If this transaction is completed, the Reporting
Persons would continue to own 1,600,000 Common Shares of the Issuer.
In the event that the transaction outlined above does not close by June 24,
1996, the Reporting Person has an option to acquire approximately 6,196,670
Common Shares of the Issuer from the Chief Executive Officer of the Issuer and
persons affiliated with him. This acquisition would be conditional upon the
successful completion of due diligence on the part of the Reporting Person, the
approval of the Board of Directors of RBCC, and any required regulatory
approvals.
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 4 of 5 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The following additional contracts, arrangements, understandings and
relationships currently exist among the Reporting Persons and Other persons with
respect to securities of Issuer:
(a) Letter dated April 15, 1996 from Barrie Laver, Vice-President of RBCC,
to Paul Gibson, President and Chief Executive Officer of Issuer,
accepted and agreed to on behalf of Issuer and Paul Gibson.
(b) Letter dated April 22, 1996 from Paul Gibson, President and Chief
Executive Officer of Issuer, to Barrie Laver, Vice President of RBCC,
accepted and agreed to on behalf of RBCC by Barrie Laver subject to
Letter dated April 24, 1996 from Barrie Laver, Vice President of RBCC,
to Paul Gibson, President and Chief Executive Officer of Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following contracts, arrangements, and understandings are added as Exhibits
to this Schedule 13D:
(d) Letter dated April 15, 1996 from Barrie Laver, Vice-President of RBCC,
to Paul Gibson, President and Chief Executive Officer of Issuer,
accepted and agreed to on behalf of Issuer and Paul Gibson.
(e) Letter dated April 22, 1996 from Paul Gibson, President and Chief
Executive Officer of Issuer, to Barrie Laver, Vice President of RBCC,
accepted and agreed to on behalf of RBCC by Barrie Laver subject to
Letter dated April 24, 1996 from Barrie Laver, Vice President of RBCC,
to Paul Gibson, President and Chief Executive Officer of Issuer.
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SCHEDULE 13D
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CUSIP No. 89464M 20 2 Page 5 of 5 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: ________________________
ROYAL BANK OF CANADA
Janice Fukakusa
_______________________________________
Name:
Title: Senior Vice President
Financial Services
ROYAL BANK CAPITAL CORPORATION
Barrie Laver
_______________________________________
Name:
Title: Vice President
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[TREATS INTERNATIONAL LETTERHEAD]
April 22, 1996
"VIA FAX"
416-974-8411
Royal Bank Capital Corporation
Royal Bank Plaza
13th Floor, South Tower
Toronto, Ontario
M51 2J5
ATTENTION: MR. BARRIE LAVER, VICE PRESIDENT
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Dear Barrie:
RE: BUY/SELL AGREEMENT BETWEEN PAUL J. GIBSON ET AL ("PG") AND THE ROYAL BANK
CAPITAL CORPORATION/ROYAL BANK OF CANADA ("RBC")
Thank you for your faxed initialled agreement. For clarity I am restating our
agreement and would appreciate it if you would sign this letter agreement and
return it to me.
RBC agrees to sell its position in Treats International Enterprises, Inc.
("TIEI") and Treats Inc. ("TI") for a cash payment of C$3,400,000, retaining
only 1,600,000 of TIEI common shares. TIEI agrees to pay all legal and out of
pocket expenses associated with the transaction, to a maximum of C$25,000 at
closing.
Should TIEI and/or Paul J. Gibson not be successful in financing the buyout
with a closing on or before June 24, 1996, Paul J. Gibson agrees to sell his
position to RBC for a price of C$0.28 per share. RBC agrees to also make this
offer to PG's immediate family.
In the event RBC acquires PG's position in TIEI, RBC and PG agree to honour the
terms detailed in our letter of February 25, 1996. Specifically:
1.) At the option of RBC, PG agrees to work with RBC to develop a transition
strategy to ensure harmony within the franchise network, the employees and
minority shareholders. This may include a seat on the Board of TIEI.
2.) RBC/PG and PG/TIEI/Treats agree to execute mutual releases in a form
satisfactory to their respective legal advisors.
Page 1
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April 22, 1996
Royal Bank Capital Corporation
3.) PG will execute a non-compete covenant with TIEI for a period of one year.
4.) Concurrent with the sale of PG shares to RBC the existing management
contract of PG will be honoured by RBC on behalf of TIEI.
5.) RBC acknowledges that all existing contracts executed by TIEI in the normal
course of business will be honoured.
6.) RBC acknowledges that it will provide sufficient capital for TIEI to reach
its growth and profit objectives.
Agreed and accepted, Agreed and accepted
Subject to letter of
April 24, 1996 to
Paul Gibson from
Barrie Laver
/s/ Paul J. Gibson /s/ Barrie Laver
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TREATS INTERNATIONAL ENTERPRISES, INC. ROYAL BANK CAPITAL CORPORATION
Paul J. Gibson Barrie Laver
President and Chief Executive Officer Vice President
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[LOGO] ROYAL BANK
CAPITAL CORPORATION
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[LETTERHEAD]
April 15, 1996
PRIVATE AND CONFIDENTIAL
Mr. Paul J. Gibson
President and Chief Executive Officer
Treats International Enterprises. Inc.
418 Preston Street
Ottawa, Ontario
K1S 4N2
Dear Paul:
I am writing further to your letter of April 9, as well as our last
conversation.
As indicated in our last proposal, we would be prepared to sell our position for
a cash payment of C$3,400,000. In the interest of concluding this we will
reduce the number of shares that we would continue to hold from 1.6 million. It
is expected that all parties would provide suitable releases upon closing.
A second option that we would consider would be a cash payment of $3 million for
our position. Over and above this, we would retain a debenture in the amount of
$500,000 (terms to be agreed upon) and 1,750,000 common shares. It is
understood that the company would be repurchasing the preferred shares and the
balance of the debenture for cancellation.
The above position continues to offer you or new investors the opportunity to
substantially reduce our investment in the company at a significantly lower
valuation than you have placed on the company. This offer is open for acceptance
until April 19, 1996, with a closing prior to June 24, 1996. If you are not
able to finance this buyout, you have agreed to sell your position for a price
of C$0.28 per share.
Yours truly,
/s/
Vice President
Accepted and Agreed to:
/s/Paul Gibson
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Paul Gibson
President and CEO
Treats International Enterprises, Inc.
