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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. )*
---------
TREATS INTERNATIONAL ENTERPRISES, INC.
--------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------
(Title of Class of Securities)
89464M 20 2
--------------------------------------------------------
(CUSIP Number)
Barrie G. Laver, Royal Bank Capital Corporation, 200 Bay
Street, 13th Floor, Toronto, Ontario M5J 2J5 (416-974-4497)
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1992
--------------------------------------------------------
(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 /X/. (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 89464M 20 2 Page 2 of 40 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC PF
- -------------------------------------------------------------------------------
(5) Check 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
Beneficially Owned Power 11,880,947
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
--------------------------------------------------
(9) Sole Dispositive
Power 11,880,947
--------------------------------------------------
(10) Shared Dispositive
Power -0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,880,947
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
46%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
BK (Royal Bank of Canada) CO (Royal Bank Capital Corporation)
- -------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 3 of 40 Pages
- --------------------- ------------------
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 indicated otherwise, all dollar ($) amounts are in United States Dollars
(C$ signifies Canadian Dollars).
ITEM 1. SECURITY AND ISSUER
This Schedule relates to Common Shares of Treats International Enterprises,
Inc., a Delaware corporation formerly known as S. L. Resources, Inc. ("Issuer").
Issuer's Common Shares are registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Act").
The principal executive offices of Issuer are located at 418 Preston Street,
Ottawa, Ontario K1S 4N2, Canada.
The names and addresses of the principal executive officers of Issuer are set
forth on Appendix A hereto.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed by Royal Bank of Canada ("RBC") and its
wholly-owned subsidiary, Royal Bank Capital Corporation ("RBCC") (RBC and RBCC
are hereinafter sometimes referred to as "Reporting Persons"). RBC is a
Canadian chartered bank, and RBCC is a Canadian corporation. The principal
business of RBC is banking, and the principal business of RBCC is venture
capital investing. The address of the principal business and the address of the
principal office of RBC is One Place Ville Marie, P.O. Box 16001, Montreal,
Quebec H3C 3A9, Canada, and the address of the principal business and the
address of the principal office of RBC is 200 Bay Street, 13th Floor, Toronto,
Ontario M5J 2J5, Canada.
The names, business addresses, principal occupations and citizenship of the
executive officers and directors of each Reporting Person are set forth on
Appendix B hereto.
(b) During the past five years, neither RBC, nor RBCC, nor any of the persons
listed on Appendix B hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
<PAGE>
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 4 of 40 Pages
- --------------------- ------------------
(c) During the past five years, neither RBC, nor RBCC, nor any of the persons
listed on Appendix B hereto has been a party to a 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
further violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reporting Persons acquired the Common Shares of Issuer which they currently own
on January 31, 1992 in exchange for shares of stock of Triadon Capital
Corporation, a Canadian corporation currently known as Treats, Inc. ("Triadon").
The relationship of Reporting Persons with Triadon began in January 1989, when
RBC made a C$1,000,000 loan and equity investment in an affiliate of Triadon.
In July 1990, the loan was transferred to Triadon and RBC made an additional
C$5,000,000 loan to Triadon to fund its acquisition of a Canadian corporation
then known as Treats, Inc. ("Treats"). At that time, RBCC acquired a 47.5%
equity interest in Triadon in exchange for nominal consideration.
During 1991, Triadon experienced a number of financial difficulties and was
unable to make required payments on its loans from RBC.
On January 31 1992, RBC exchanged C$2,500,000 of the loans that RBC made to
Triadon for equity interests in Triadon, giving Reporting Persons a collective
67.9% equity interest in Triadon. As consideration for waiving the payment of
interest on its loans to Triadon, RBC was also issued Special Shares of Triadon.
On January 31, 1992, there was a reverse merger in which RBC, RBCC and the other
holders of equity interests in Triadon exchanged their equity interests in
Triadon (other than the Special Shares) for Common Shares of Issuer, and Triadon
became a subsidiary of Issuer. This resulted in RBC acquiring 3,905,241 Common
Shares of Issuer and RBCC acquiring 2,882,759 Common Shares of Issuer.
On September 30, 1994 (effective for accounting purposes as of June 30, 1994),
there was a recapitalization of Issuer and its subsidiaries. As part of the
recapitalization, RBC exchanged its Special Shares of Triadon for 1,619,760
Common Shares of Issuer(1). This resulted in an increase in the number of
Common Shares owned by RBC from 3,905,241 Common Shares to 5,525,001 Common
Shares. Also as part of the recapitalization, RBC exchanged C$3,732,779 of its
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 5 of 40 Pages
- --------------------- ------------------
C$4,732,779 Debenture of Triadon (the "Triadon Debenture") for 5,409,825 Series
A Preferred Shares of Issuer.
In connection with investments that Tricapital Management Limited, a Canadian
corporation ("Tricapital"), made in Triadon and Issuer, Reporting Persons
granted Tricapital certain options in March 1992 that entitled Tricapital to
acquire for $3/share 2,166,667 Common Shares of Issuer owned by Reporting
Persons (the "RBC/RBCC Option") and RBCC granted Tricapital an option to acquire
for nominal consideration 1,550,000 Common Shares of Issuer owned by RBCC (the
"RBCC Option"). On January 11, 1995, Tricapital exercised the RBCC Option for
1,550,000 Common Shares. This resulted in the reduction in the number of Common
Shares owned by RBCC from 2,882,759 Common Shares to 1,332,759 Common Shares.
The RBC/RBCC Option expired unexercised on January 31, 1995.
ITEM 4. PURPOSE OF TRANSACTION
The Common Shares and Series A Preferred Shares of Issuer that are owned by
Reporting Persons are currently being held for sale in an orderly disposition.
RBC is a "foreign banking corporation" under Section 211.23(b) of Title 12 of
the Code of Federal Regulations. By virtue of Section 8(a) of the International
Bank Act of 1978, RBC is subject to the provisions of the Bank Holding Company
Act of 1956 (the "BHCA"), including Section 4 thereof, because it conducts a
banking business in the United States through its branches and agencies. Under
the BHCA, RBC is prohibited from owning, directly or indirectly, 5% or more of
the voting securities of a U.S. nonbanking company like Issuer unless exemptive
authority is available. Because the voting shares of Issuer were acquired by
RBC as the result of a debt previously contracted, the exemption contained in
Section 4(c)(2) of the BHCA is available to RBC with respect to the Common
Shares and Preferred Shares of Issuer. However, under Section 4(c)(2), RBC may
only hold the Common Shares and Preferred Shares of Issuer for a two-year period
and must demonstrate its good faith efforts to dispose of the Common Shares and
Preferred Shares in applications made to the Federal Reserve Bank of New York to
extend the holding period. Only three one-year extensions of the holding period
are permitted.
Reporting Persons currently do not have any plans or proposals which relate to
or would result in:
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 6 of 40 Pages
- --------------------- ------------------
(a) The acquisition by any person of additional securities of Issuer or
the disposition of securities of Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors
of Issuer;
(e) Any material change in the present capitalization or dividend policy
of Issuer;
(f) Any other material change in Issuer's business or corporate structure;
(g) Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
(h) Causing a class of securities of Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above;
PROVIDED, HOWEVER, that Reporting Persons reserve and do not hereby release or
relinquish any rights that Reporting Persons may have by law, pursuant to the
charter and bylaws of Issuer, pursuant to any contract, or otherwise, including,
but not limited to, any rights as a creditor of Issuer and its subsidiaries, any
rights to elect directors of Issuer and its subsidiaries, any rights to convert
Series A Preferred Shares into Common Shares of Issuer, any rights to receive
Common Shares in payment of dividends on Series A Preferred Shares, or any
rights to vote Series A
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 7 of 40 Pages
- --------------------- ------------------
Preferred Shares or Common Shares. (2) (3) (4) (5)
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The aggregate number of Common Shares of Issuer beneficially owned by
Reporting Persons is 11,888,947 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 $.60 per
share, and (ii) an estimated 515,000 Common Shares that RBC has the right to
acquire if it should elect to have accrued dividends of $111,578 on 5,409,825
Series A Preferred Shares for the period from July 1, 1994 through March 31,
1995 paid in Common Shares. (1) (2) (3)
The Common Shares beneficially owned by Reporting Persons represent
approximately 46% 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 Reporting Persons as described in (a) above. (4)(5)
(c) 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 powers 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 8 of 40 Pages
- --------------------- ------------------
The following contracts, arrangements, understandings and relationships
currently exist among Reporting Persons with respect to securities of Issuer:
(a) Power of Attorney dated April 4, 1991 from RBC to RBCC.
The following contracts, arrangements, understandings and relationships
currently exist among Reporting Persons and other persons with respect to
securities of Issuer:
(a) Letter dated September 26, 1994 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 Triadon, with attached
Term Sheet dated September 20, 1994
(b) Certificate of Designation of Preferred Shares of Issuer filed with
Secretary of State of Delaware on September 26, 1994
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following written agreements, contracts, arrangements, understandings, plans
and proposals are filed as Exhibits to this Schedule 13D:
(a) Letter dated September 26, 1994 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 Triadon with attached
Term Sheet dated September 20, 1994
(b) Certificate of Designation of Preferred Shares of Issuer filed with
Secretary of State of Delaware on September 26, 1994
<PAGE>
SCHEDULE 13D
- --------------------- ------------------
CUSIP No. 89464M 20 2 Page 9 of 40 Pages
- --------------------- ------------------
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: June 15, 1995
-------------------
ROYAL BANK OF CANADA
/s/ J. Fukakusa
-------------------------
Signature
Janice R. Fukakusa
Senior Vice President
-------------------------
Name/Title
ROYAL BANK CAPITAL
CORPORATION
/s/ B. Laver
--------------------------
Signature
Barrie G.Laver
Vice President
---------------------------
Name/Title
<PAGE>
SCHEDULE 13D
- --------------------- -------------------
CUSIP No. 89464M 20 2 Page 10 of 40 Pages
- --------------------- -------------------
FOOTNOTES
1. In the event that Issuer should raise equity within a period of two years
from September 20, 1994 at a price less than $.40 per Common Share, the number
of Common Shares of Issuer issued to RBC in exchange for its Special Shares of
Treats is to be adjusted.
2. Pursuant to the Certificate of Designation establishing the designation,
preferences and rights for the Series A Preferred Shares of Issuer, the Series A
Preferred Shares are convertible, at the option of the holder, in whole or in
part, into Common Shares of Issuer on the following basis:
(a) If, prior to June 30, 1995, a new investor invests a minimum of $4
million in common equity or makes an investment of a minimum $4
million in Issuer that is convertible into Common Shares of Issuer,
then the Series A Preferred Shares will be convertible at a price per
share equal to the price set by the new investor.
(b) In the event the dividends of the Series A Preferred Shares fall five
quarters into arrears or the Series A Preferred Shares are not
redeemed by December 31, 1996, then the Series A Preferred Shares will
be convertible into Common Shares of Issuer at a price equal to the
lower of (i) the weighted average trading price for Common Shares of
Issuer for the previous 30 trading days using the average exchange
rate for the period or (ii) $0.30 per share.
(c) Otherwise, the Series A Preferred Shares will be convertible at a
price of $.60 per share.
In the event that the Triadon Debenture held by RBC is repaid in full prior
to August 31, 1995 and 50% of the Series A Preferred Shares are redeemed by the
Corporation by August 31, 1995, then the Corporation can cause the holder of
Series A Preferred Shares to convert the balance of the Series A Preferred
Shares into Common Shares of Issuer at the higher of (i) $.75 per share or (ii)
the weighted average trading price for Common Shares of Issuer for the previous
30 trading days using the average exchange rate for the period.
3. Pursuant to the Certificate of Designation establishing the designation,
preferences and rights for Series A Preferred Shares of Issuer, the Series A
Preferred Shares carry a cumulative 5.5% cash dividend payable quarterly in
arrears. At the option of the holder of Series A Preferred Shares, the dividend
may be paid in the form of Common Shares of Issuer, with the number of Common
Shares to be issued being based upon the weighted average trading price for
Common Shares of Issuer for the previous 30 trading days (from the dividend
date) and using the average exchange rate for the period. It is agreed that the
first dividend will be payable in cash.
<PAGE>
SCHEDULE 13D
- --------------------- -------------------
CUSIP No. 89464M 20 2 Page 11 of 40 Pages
- --------------------- -------------------
4. The Power of Attorney dated April 4, 1991 that is referred to in Item 6
below constitutes and appoints certain officers of RBCC to be attorneys for RBC
with the power and authority to execute and deliver contracts, deeds, documents
and undertakings on behalf of RBC relating to RBC's investments in Issuer and
Triadon.
5. Pursuant to the Certificate of Designation establishing the designation,
preferences and rights for the Series A Preferred Shares of Issuer, the Series A
Preferred Shares are non-voting; PROVIDED, HOWEVER, that (i) a majority of the
holders of Series A Preferred Shares has the right to designate two persons to
the board of directors of Issuer (however, to date, RBC has not exercised its
right to designate directors and RBC currently has no intention to exercise such
right; (ii) in the event that dividends on the Series A Preferred Shares are in
arrears for five quarters or the Series A Preferred Shares are not redeemed by
Issuer by December 31, 1996, the Series A Preferred Shares will become voting on
the basis of one vote per share; and (iii) the Series A Preferred Shares have
such other voting rights as are granted pursuant to the Delaware General
Corporation Law.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 12 of 40 Pages
- ----------------------- ---------------------
APPENDIX A
NAME AND BUSINESS ADDRESS POSITION
- ------------------------- --------------------------
PAUL J. GIBSON President, Chief Executive
418 Preston Street Officer and Director
Ottawa, Ontario K1s 4N2
Canada
JOHN A. DEKNATEL Chief Operating Officer
418 Preston Street and Director
Ottawa, Ontario K1s 4N2
Canada
DAVID M. DEAN Chief Financial Officer
418 Preston Street
Ottawa, Ontario K1s 4N2
Canada
ERHARD M. SOMMER Vice President, Operations
418 Preston Street
Ottawa, Ontario K1s 4N2
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 13 of 40 Pages
- ----------------------- ---------------------
APPENDIX B
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
EXECUTIVE OFFICERS:
- ------------------
ROYAL BANK OF CANADA:
- --------------------
N.C. ACHEN Senior Vice-President
200 Bay Street, Royal Bank Plaza Multinational Risk
8th Floor, South Tower Management & Financial
Toronto, Ontario M5J 2J5 Institutions
Canada Royal Bank of Canada
M.C.S. BAPTISTA Executive Vice-President
200 Bay Street, Royal Bank Plaza Personal Financial
5th Floor, North Tower Services
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
D.A. BERARDINUCCI Executive Vice-President
315 Front Street West Operations and Service
8th Floor Delivery
Toronto, Ontario M5V 3A4 Royal Bank of Canada
Canada
E. BIGSBY Senior Vice-President
1 Place Ville Marie Residential Mortgages
2nd Floor Royal Bank of Canada
Montreal, Quebec H3C 3A9
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 14 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
J.E. BOLDUC Vice-Chairman &
1 Place Ville Marie Chief Executive Officer
13th Floor, West Wing Royal Bank of Canada
Montreal, Quebec H3C 3A9
Canada
J.E.Y. BOUGARD Senior Vice-President
1 Place Ville Marie Deposits, Personal
6th Floor, East Wing Financial Services
Montreal, Quebec H3C 3A9 Royal Bank of Canada
Canada
J.E. CLEGHORN Chairman &
200 Bay Street, Royal Bank Plaza Chief Executive Officer
8th Floor Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
C.S. COFFEY Senior Vice-President &
1100 Burloak Drive General Manager
Burlington, Ontario L7L 6B2 Ontario
Canada Royal Bank of Canada
M.T.J. CONWAY Vice President &
1 Place Ville Marie Chief Accountant
12th Floor, West Wing Finance
Montreal, Quebec H3C 3A9 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 15 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
M.A. CORLETT Executive Vice-President
200 Bay Street, Royal Bank Plaza Risk Management
8th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
C.J. COVEYDUCK Senior Vice-President &
5161 George Street General Manager
P.O. Box 1147 Atlantic Provinces
Halifax, Nova Scotia B3J 2Y1 Royal Bank of Canada
Canada
A.R. CREASOR Senior Vice-President &
20 King Street West General Manager
Toronto, Ontario M5H 1C4 Metro Toronto
Canada Royal Bank of Canada
B.P. DAVIES Senior Vice-President
200 Bay Street, Royal Bank Plaza Corporate Affairs
9th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
G.A.A. DICKSON Senior Vice President
200 Bay Street, Royal Bank Plaza Business Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
D.W. DOUGHERTY Senior Vice-President
200 Bay Street, Royal Bank Plaza Trading Risk Management
Toronto, Ontario M5J 2J5 Corporate Treasury
Canada Royal Bank of Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 16 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
H.E. ELSIE Senior Vice-President,
315 Front Street Operations
8th Floor Operations &
Toronto, Ontario M5V 3A4 Service Delivery
Canada Royal Bank of Canada
G.J. FEENEY Vice-Chairman
1 Place Ville Marie Royal Bank of Canada
Montreal, Quebec H3C 3A9
Canada
J.R. FUKAKUSA Senior Vice-President
200 Bay Street, Royal Bank Plaza Multinational Banking
13th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
G.F. GAFFNEY Executive Vice-President
200 Bay Street, Royal Bank Plaza Business Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
B.C. GALLOWAY Vice-Chairman
200 Bay Street, Royal Bank Plaza Royal Bank of Canada
8th Floor, South Tower
Toronto, Ontario M5J 2J5
Canada
J.J. GANNON Senior Vice-President
1 Place Ville Marie, 5th Floor Human Resources
Montreal, Quebec H3C 3A9 Management Development
Canada and Training
Royal Bank of Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 17 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
B.P. GRIFFITHS Senior Vice-President
200 Bay Street, Royal Bank Plaza Funding, Liquidity &
16th Floor, South Tower Portfolio Management
Toronto, Ontario M5J 2J5 Corporate Treasury
Canada Royal Bank of Canada
J.A.R. GUAY Senior Vice-President
1 Place Ville Marie Retail Banking-Quebec
10th Floor, East Wing Royal Bank of Canada
Montreal, Quebec H3C 3A9
Canada
R.G. HALL Senior Vice-President
200 Bay Street, Royal Bank Plaza Business and Personal
8th Floor, South Tower Risk Management
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
J.M.S. HATLEY Senior Vice-President
315 Front Street Sales, Personal Financial
Toronto, Ontario M5V 3A4 Services
Royal Bank of Canada
L.M. JOLY Senior Vice-President
71 Queen Victoria Street Global Private Banking
London, England EC4V 4DE Royal Bank of Canada
R.M. JUNEAU Senior Vice-President
200 Bay Street, Royal Bank Plaza Card Services &
Mezzanine Level, North Tower Point of Sale
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 18 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
D.N. KITCHEN Senior Vice-President &
335 Eighth Avenue S.W. General Manager
Calgary, Alberta T2P 2N5 Alberta
Canada Royal Bank of Canada
M.G. KLINGSICK Senior Vice-President
71 Queen Victoria Street Trading-Europe/Asia
London, England EC4V 4DE Royal Bank of Canada
J.E. LAWSON Senior Vice-President &
1 Place Ville Marie Secretary
3rd Floor Royal Bank of Canada
Montreal, Quebec H3C 1S5
Canada
D.M. LEAHEY Senior Vice-President &
220 Portage Avenue General Manager
Winnipeg, Manitoba R3C 2T5 Manitoba
Canada Royal Bank of Canada
A. LOCKIE Senior Vice-President
200 Bay Street, Royal Bank Plaza Marketing & Planning
5th Floor, North Tower Personal Financial
Toronto, Ontario M5J 2J5 Services
Canada Royal Bank of Canada
E.J. LUNDY Senior Vice-President
20 King Street West, 9th Floor Special Loans,
Toronto, Ontario M5H 1C4 Business Banking
Canada Royal Bank of Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 19 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
I.A. MACKAY Senior Vice-President
200 Bay Street, Royal Bank Plaza Trading - Americas
16th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
R.A. MASLECK Senior Vice-President
200 Bay Street, Royal Bank Plaza Real Estate, Operations
14th Floor, North Tower and Service Delivery
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
J. MCCALLUM Senior Vice-President &
200 Bay Street, Royal Bank Plaza Chief Economist
18th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
V.G. MCKAY Senior Vice-President &
140 Cecil Street #01-00 General Manager
PIL Building Asia
Singapore 0106 Royal Bank of Canada
J. MERRIAM Senior Vice-President &
200 Bay Street, Royal Bank Plaza Chief Auditor
9th Floor, South Tower Internal Audit
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
W. MURRAY Senior Vice-President
200 Bay Street, Royal Bank Plaza Multinational Banking
14th Floor, South Tower Corporate Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 20 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
P.A. PALMER Senior Vice-President
200 Bay Street, Royal Bank Plaza Customer Delivery &
5th Floor, North Tower, Suite 500 Quality
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
R.S. PENNYCOOK Senior Vice-President
1055 West Georgia Street British Columbia & Yukon
Royal Bank Tower Royal Bank of Canada
Vancouver, British Columbia V6E 3S5
Canada
P.G. PITZ Senior Vice-President
200 Bay Street, Royal Bank Plaza Business Banking
Toronto, Ontario M5J 2J5 Metropolitan Toronto
Royal Bank of Canada
J.T. RAGER Senior Vice-President
200 Bay Street, Royal Bank Plaza Financial Institutions
10th Floor, South Tower & Trade
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
D.L. ROBERTSON Senior Vice-President &
Financial Square, 23rd Floor General Manager U.S.A.
New York, New York 10005-3531 Royal Bank of Canada
U.S.A.
B. SCHRODER Executive Vice-President
200 Bay Street, Royal Bank Plaza Multinational Banking
10th Floor, South Tower Corporate Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 21 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
J.H. SHAW Vice-President &
1 Place Ville Marie Corporate Comptroller
13th Floor, West Wing Financial Planning &
Montreal, Quebec H3C 3A9 Evaluation
Canada Royal Bank of Canada
K.A. SMEE Executive Vice President
315 Front Street, 8th Floor Systems & Technology
Toronto, Ontario M5J 3A4 Royal Bank of Canada
Canada
R.E. STANLEY Senior Vice-President &
71 Queen Victoria Street General Manager
London, England EC4V 4DE Europe
Royal Bank of Canada
R.J. SUTHERLAND Vice-Chairman
200 Bay Street, Royal Bank Plaza Human Resources
8th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
G.G. TALLMAN Senior Vice-President &
2010-11th Avenue General Manager
Regina, Saskatchewan S4P 3A2 Saskatchewan
Canada Royal Bank of Canada
G.P.Z. TATRALLYAY Senior Vice-President
200 Bay Street, Royal Bank Plaza Risk Policy,
7th Floor Risk Management
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 22 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
A.R. TAYLOR Retired Chairman
Royal Bank Plaza Royal Bank of Canada
Suite 1835, North Tower
Toronto, Ontario M5J 2J5
Canada
P.A. TAYLOR Executive Vice-President
200 Bay Street, Royal Bank Plaza Treasury &
16th Floor, South Tower Investment Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
P.H. TUCKER Senior Vice-President
200 Bay Street, Royal Bank Plaza Compensation &
19th Floor, South Tower Organization
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
M.L. TURCOTTE Senior Vice-President
1 Place Ville Marie Business Banking - Quebec
8th Floor, East Wing Royal Bank of Canada
Montreal, Quebec H3C 3A9
Canada
E.K. WEIR, Q.C. Senior Vice-President &
200 Bay Street, Royal Bank Plaza General Counsel
19th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
D.S. WELLS Executive Vice-President
1 Place Ville Marie Strategic Development
4th Floor, South Wing Royal Bank of Canada
Montreal, Quebec H3C 3A9
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 23 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
R.D. WILLIAMSON Senior Vice-President
200 Bay Street, Royal Bank Plaza Market Management
9th Floor, South Tower Business Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 24 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
ROYAL BANK CAPITAL CORPORATION:
- ------------------------------
JEAN-CLAUDE ARPIN Vice President
1 Place Ville Marie Royal Bank Capital
7th Floor, South Wing Corporation
Montreal, Quebec H3C 3A9
Canada
DARRELL ELLIOTT Vice President
666 Burrard Street Royal Bank Capital
Vancouver, B.C. V6C 2X8 Corporation
Canada
J.R. FUKAKUSA Senior Vice-President
200 Bay Street, Royal Bank Plaza Multinational Banking
13th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
G.F. GAFFNEY Executive Vice-President
200 Bay Street, Royal Bank Plaza Business Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
BARRIE G. LAVER Vice President
200 Bay Street, Royal Bank Plaza Royal Bank Capital
13th Floor, South Tower Corporation
Toronto, Ontario M5J 2J5
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 25 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
LOUISE PHILION Assistant Corporate
1 Place Ville Marie Secretary & Compliance
3rd Floor, North Wing Officer
Montreal, Quebec H3C 3A9 Royal Bank of Canada
Canada
Z. SAM RUTTONSHA Vice President
200 Bay Street, Royal Bank Plaza Royal Bank Capital
13th Floor, South Tower Corporation
Toronto, Ontario M5J 2J5
Canada
JACQUES SAYEGH President
200 Bay Street, Royal Bank Plaza Royal Bank Capital
13th Floor, South Tower Corporation
Toronto, Ontario M5J 2J5
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 26 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
DIRECTORS
- ---------
ROYAL BANK OF CANADA:
- ---------------------
THEODORE MYNOTT ALLEN President and
2800-201 Portage Avenue Chairman of the Board
Winnipeg, Manitoba R3C 3A7 United Grain Growers
Canada Limited
SIR JAMES ROBERT BALL Professor of Economics
Sussex Place London Business School
Regent's Park
London NW1 4SA, England
JACQUES BOUGIE, O.C. President and
1188 Sherbrooke Street West Chief Executive Officer
Montreal, Quebec H3A 3G2 Alcan Aluminium Limited
Canada
ROBERT MEGILL CHIPMAN Chairman
276 Colony Street The Megill-Stephenson
Winnipeg, Manitoba R3C 1W3 Company Limited
Canada
JOHN EDWARD CLEGHORN Chairman &
Royal Bank Plaza, P.O. Box 1 Chief Executive Officer
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 27 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
RONALD LAIRD CLIFF, C.M., F.C.A. Chairman
Box 49273 BC Gas Inc.
Bentall Centre
Vancouver, British Columbia V7X 1L3
Canada
GEORGE ALAN COHON, O.C. Senior Chairman and
McDonald's Place Chairman of the
Toronto, Ontario M3C 3L4 Executive Committee
Canada McDonald's Restaurants of
Canada Limited
GEORGE NELDON COOPER, C.M., O.B.C. President
825 Broughton Street Seacoast Communications
Victoria, British Columbia V8W 1E5 Group Inc.
Canada
PIERRE DES MARAIS II President and
600 de Maisonneuve Blvd. West Chief Executive Officer
Suite 3200 UniMedia Inc.
Montreal, Quebec H3A 3J2
Canada
MITZI STEINBERG DOBRIN, C.M. Chairman and
4150 St. Catherine St. West Chief Executive Officer
Suite 400 DBRN Holdings Ltd.
Westmount, Quebec H3Z 2Y5
Canada
JOHN ROBERT EVANS, C.C., M.D. Chairman
One Yonge Street, 6th Floor Torstar Corporation
Toronto, Ontario M5E 1E6
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 28 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
JOHN THOMAS FERGUSON President and
Suite 1400 Chief Executive Officer
9945-108 Street Princeton Developments
Edmonton, Alberta T5K 2G6 Ltd.
Canada
LOUIS YVES FORTIER, C.C., Q.C. Chairman
1981 McGill College Avenue Ogilvy Renault
Montreal, Quebec H3A 3C1
Canada
THE HON. MARIE GILBERTE PAULE Partner
GAUTHIER, P.C., O.C., Q.C. Desjardins Ducharme
Bureau 300 Stein Monast
1150, Claire-Fontaine
Quebec, Que. GIR 5G4
Canada
ARDEN RAMON HAYNES, O.C. Director
26 Glenorchy Road Royal Bank of Canada
Don Mills, Ontario M3C 2P9
Canada
CHARLES HENRY KNIGHT Chief Executive Officer
#340-1230 Blackfoot Drive Denro Holdings Ltd.
Regina, Saskatchewan S4S 7G4
Canada
THE HON. EDGAR PETER LOUGHEED, Senior Partner
P.C., C.C, Q.C. Bennett Jones Verchere
4500 Bankers Hall East
855-2nd Street, S.W.
Calgary, Alberta T2P 4K7
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 29 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
CLIFFORD SWINDELL MALONE Vice-Chairman
Suite 905 United Corporations
123 Front Street West Limited
Toronto, Ontario M5J 2M2
Canada
GEORGE WALLACE FERGUSON MCCAIN Chairman
Suite 1500 Maple Leaf Foods Inc.
30 St. Clair Avenue West
Toronto, Ontario M4V 3A2
Canada
DAWN RUE'ANN CAMPBELL MCKEAG President
400-717 Portage Avenue Walford Investments Ltd.
Winnipeg, Manitoba R3C 0M8
Canada
JAMES MALCOLM EDWARD NEWALL Vice-Chairman and
801-7th Avenue S.W. Chief Executive Officer
Calgary, Alberta T2P 3P7 NOVA Corporation
Canada
ROBERT BYRON PETERSON Chairman, President &
111 St. Clair Avenue West Chief Executive Officer
Toronto, Ontario M5W 1K3 Imperial Oil Limited
Canada
RALPH ALOYSIUS PFEIFFER, JR. Retired Chairman and
90 Field Point Circle Chief Executive Officer
Greenwich, Connecticut 06830 IBM World Trade
U.S.A. Corporation
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 30 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
KENNETH CECIL ROWE, F.C.I.S. Chairman, President and
Suite 400 Chief Executive Officer
2651 Dutch Village Road I.M.P. Group
Halifax, Nova Scotia B3L 4T1 International Inc.
Canada
JOSEPH ARMAND GUY SAINT-PIERRE, O.C. President and
2, Place Felix-Martin Chief Executive Officer
15th Floor SNC - LAVALIN GROUP Inc.
Montreal, Quebec H2Z 1Z3
ROBERT TREVOR STEWART Company Director
24th Floor R.T. Stewart & Associates
1111 West Georgia Street
Vancouver, British Columbia V6E 4M4
Canada
ALLAN RICHARD TAYLOR, O.C. Retired Chairman and
Suite 1835 - North Tower Chief Executive Officer
Royal Bank Plaza, P.O. Box 1 Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
JOHN ARNOLD TORY, Q.C. Deputy Chairman
65 Queen Street West The Thomson Corporation
Toronto, Ontario M5H 2M8
Canada
MARGARET SHEELAGH DILLON WHITTAKER President
33 Yonge Street, Suite 810 EDS Canada
Toronto, Ontario M5E 1G4
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 31 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
VICTOR L. YOUNG Chairman and
70 O'Leary Avenue Chief Executive Officer
St. John's, Newfoundland A1B 2C7 Fishery Products
Canada International Limited
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 32 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ------------------------- --------------------
ROYAL BANK CAPITAL CORPORATION:
- ------------------------------
MICHELINE CHAREST Chairman & Chief
1207 Saint-Andre Street Executive Officer
Montreal, Quebec H2L 3S8 CINAR Films Inc.
Canada
J.R. FUKAKUSA Senior Vice-President
200 Bay Street, Royal Bank Plaza Multinational Banking
13th Floor, South Tower Royal Bank of Canada
Toronto, Ontario M5J 2J5
Canada
G.F. GAFFNEY Executive Vice-President
200 Bay Street, Royal Bank Plaza Business Banking
Toronto, Ontario M5J 2J5 Royal Bank of Canada
Canada
JAMES HATCH Professor of
Western Business School Entepreneurial Finance
London, Ontario N6A 3K7 University of Western
Canada Ontario
FIROZ RASUL President & Chief
980 West 1st Street, #107 Executive Officer
North Vancouver, B.C. V7P 3N4 Ballard Power Systems
Canada
JACQUES SAYEGH President
200 Bay Street, Royal Bank Plaza Royal Bank Capital
13th Floor, South Tower Corporation
Toronto, Ontario M5J 2J5
Canada
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP No. 89464M 20 2 Page 33 of 40 Pages
- ----------------------- ---------------------
APPENDIX B (CONTINUED)
All of the persons listed in this Appendix are citizens of Canada, with the
exception of Sir M.G. Klingsick (British), J.T. Rager (United States), R.E.
Stanley (United States), James Ribert Ball (British), and Ralph Aloysius
Pfeiffer, Jr. (United States).
