<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 5)(1)
Methanex Corporation
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(Name of Issuer)
Common Shares, without nominal or par value
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(Title of Class of Securities)
59151K108
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(CUSIP Number)
Jack S. Mustoe Alan Talkington
Senior Vice President, Legal Orrick, Herrington & Sutcliffe LLP
NOVA Chemicals Corporation 400 Sansome Street
645 Seventh Avenue S.W. San Francisco, CA 94111
Calgary, Alberta Canada T2P 4G8 (415) 773-5762
(403) 290-7636
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 2, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13-1(e), 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, 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 14 Pages)
(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. 59151K108 13D PAGE 2 OF 14 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NOVA Chemicals 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, AF, BK, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
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NUMBER OF 7 SOLE VOTING POWER 22,880,575
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER 24,066,301
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 22,880,575
REPORTNG
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PERSON WITH 10 SHARED DISPOSITIVE POWER 24,066,301
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,946,876
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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)
27.1%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 59151K108 13D PAGE 3 OF 14 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NOVA Petrochemicals Ltd.
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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*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 24,066,301
OWNED BY
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTNG
------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 24,066,301
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,066,301
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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)
13.9% (See Item 5)
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14 TYPE OF REPORTING PERSON*
HC
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CUSIP NO. 59151K108 13D PAGE 4 OF 14 PAGES
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On July 2, 1998, NOVA Corporation, an Alberta, Canada
corporation and the parent of NOVA Chemicals Ltd. (formerly Novacor Chemicals
Ltd.) ("NCL") and the indirect parent of NOVA Petrochemicals Ltd. (formerly
Novacor Petrochemicals Ltd.), merged with TransCanada PipeLines Limited
("TransCanada") and the commodity chemicals business carried on by NOVA
Corporation was split off as a separate public company (the "Arrangement"). On
December 31, 1998, NCL changed its name to NOVA Chemicals Corporation. Effective
January 1, 1999 and pursuant to Section 178 of the BUSINESS CORPORATIONS ACT
(Alberta), NCL was amalgamated with and into NOVA Corporation and the resulting
corporation adopted the name NOVA Chemicals Corporation ("NOVA"). NOVA continues
to conduct the commodity chemicals business through its affiliates. TransCanada
conducts the energy services business formerly carried on by TransCanada, NOVA
Gas Transmission Ltd. and NOVA Gas International Ltd. This amendment to the
single joint statement of NOVA Chemicals Corporation and NOVA Petrochemicals
Ltd. on Schedule 13D, in accordance with Regulation S-T, restates the text of
this Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Shares, without nominal
or par value (the "Shares"), of Methanex Corporation, a corporation organized
under the laws of Canada (the "Corporation"). The address of the principal
executive office of the Corporation is 1000, 1055 West Hastings Street,
Vancouver, British Columbia, Canada V63 2E9.
ITEM 2. IDENTITY AND BACKGROUND.
(a, b, c and f) This Statement is being filed by (i) NOVA, an
Alberta, Canada, corporation, the principal business of which is the
manufacturing and marketing of commodity chemicals and (ii) NOVA Petrochemicals
Ltd. ("NPL"), which is a holding company, the principal business of which,
through its operating subsidiaries, is the manufacturing and marketing of
commodity chemicals. The principal office of each of NOVA and NPL is 645 Seventh
Avenue S.W., Calgary, Alberta T2P 4G8 Canada. NPL is a wholly owned subsidiary
of NOVA.
Schedules I and II hereto sets forth the name, principal
business, address and citizenship of each of the executive officers and
directors of NOVA and NPL, respectively.
(d and e) During the last five years, none of NOVA, NPL or any
of the persons listed on Schedules I and II has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii) was 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 future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
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CUSIP NO. 59151K108 13D PAGE 5 OF 14 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Asset Purchase Agreement dated December 8,
1993, as amended by an amendment dated January 14, 1994 (the "Asset Purchase
Agreement"), among the Corporation, Methanex Inc., a Nevada corporation and an
indirect wholly-owned subsidiary of the Corporation ("MX Inc."), NCL and Novacor
Chemicals Inc., a Delaware corporation and an indirect wholly-owned subsidiary
of NCL ("NCI"), on January 14, 1994 (a) NCL sold to the Corporation
substantially all of its assets pertaining to the production, distribution, sale
and purchase of methanol (the "Methanol Business") and NCI sold to MX Inc.
certain of its agreements and arrangements pertaining to the Methanol Business
in the United States. In consideration therefor, the Corporation issued
22,880,575 of its Shares to NCL and MX Inc. paid NCI cash in the amount of
Cdn.$1,328,603.
Pursuant to a Subscription and Registration Rights Agreement
dated December 8, 1993, as amended by an amendment dated January 14, 1994 (the
"Subscription Agreement"), among the Corporation, NCL and NPL, on January 14,
1994, NPL purchased 2,119,425 Shares from the Corporation for Cdn.$23,578,603 in
cash, simultaneous with the closing of the transactions contemplated in the
Asset Purchase Agreement. The Corporation agreed to register the 2,119,425
Shares issued under the Subscription Agreement and the 22,880,575 Shares issued
under the Asset Purchase Agreement, as well as any other Shares owned by NCL or
its affiliates, from time to time at NCL's discretion, so that such Shares can
be sold publicly in Canada or, in certain circumstances, in the United States
using the multijurisdictional disclosure system.
In the Subscription Agreement, the Corporation also granted
NCL an option to purchase that number of additional voting securities of the
Corporation (the "Voting Securities") as are then required: (i) to maintain the
then current aggregate percentage ownership of Voting Securities held by NCL and
its affiliates, calculated on a fully diluted basis; and (ii) to maintain the
then current aggregate percentage rights of NCL and its affiliates to vote for
the election of members of the Corporation's board of directors. On any exercise
of the option, the price to be paid by NCL or its affiliates shall be the lowest
price at which the Corporation offers the securities to other purchasers of such
securities and the consideration shall be payable in cash regardless of the form
of consideration payable by such other purchasers. The option expires when NCL
and its affiliates no longer hold at least an aggregate of 5% of the outstanding
Shares.
Pursuant to a Stock Purchase Agreement dated January 14, 1994
(the "MG Agreement") between NPL and Metallgesellschaft Corp. ("MG"), reflecting
a terms sheet dated December 9, 1993 (the "MG Terms Sheet"), on January 14,
1994, NPL purchased from MG 6,443,000 of the Shares for an aggregate purchase
price of $49,997,680. NPL's acquisition of the MG Shares occurred concurrently
with the transactions contemplated by the Asset Purchase Agreement and the
Subscription Agreement. In connection with the MG Terms Sheet, MG and NCL have
entered into a letter agreement dated January 14, 1994 (the "MG Letter"),
providing that, for so long as MG and certain specified affiliates own at least
4,000,000 Shares, MG will give NCL a first opportunity to acquire 10,573,762
Shares beneficially owned by MG and MG Methanol Corp. and registered in the
nominee name of Smith Barney Shearson Inc. for the account of Lehman Brothers
Inc. if MG or MG Methanol Corp. intends to sell any such Shares.
<PAGE>
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CUSIP NO. 59151K108 13D PAGE 6 OF 14 PAGES
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Pursuant to an Agency Agreement dated as of December 9, 1993
(the "Agency Agreement") (confirming a term sheet dated December 9, 1993 (the
"FC Term Sheet") between Fletcher Challenge and its subsidiary, 165109 Canada
Inc. (together, "FC"), and Gordon Capital Corporation et al. ("Gordon") and
between NOVA and Gordon) among Gordon Capital Corporation, RBC Dominion
Securities, Burns Fry Limited, FC, the Corporation and NPL, on December 30,
1993, NPL purchased from FC 15,503,876 Shares for a total purchase price of
Cdn.$166,666,667, of which Cdn.$62,015,504 was paid upon closing,
Cdn.$54,263,566 on December 30, 1994, and Cdn.$50,387,597 on December 29, 1995.
The closing of the transaction contemplated by the Agency Agreement occurred on
December 30, 1993, simultaneously with the closing of the public offering by FC
and MG of 58,645,976 and 1,200,000 Shares, respectively, for an aggregate
purchase price of Cdn.$643,344,242 payable on an installment basis.
The first installment of funds to acquire the Shares under the
Agency Agreement were obtained in full from the proceeds of borrowing on
December 30, 1993 under NOVA's commercial paper program. The December 30, 1994
and the December 29, 1995 installments were drawn on lines of credit and further
paid down by working capital.
Funds to acquire the Shares under the Subscription Agreement
and the MG Agreement were obtained in part from borrowings under a credit
facility (the "NCL Credit Facility") between NCL and the six largest Canadian
chartered banks (Toronto Dominion Bank, Canadian Imperial Bank of Commerce, Bank
of Nova Scotia, Bank of Montreal, Royal Bank of Canada and National Bank of
Canada) and from proceeds from the sale of Novalta Resources Inc. to Seagull
Energy Corporation in January 1994.
In a letter agreement dated December 9, 1993 (the
"Differential Letter Agreement") with 165109 Canada Inc., NOVA agreed to pay to
165109 Canada Inc. an amount (not to exceed Cdn.$26,465,529) equal to the
product of (i) the number of Shares specified by 165109 Canada Inc. (not to
exceed an aggregate of 8,000,000) times (ii) the excess of the market price (as
defined in the Differential Letter Agreement) for the Shares as of the date of
the notice over Cdn.$11.00. Such a notice could be given from time to time
through and including March 31, 1995. NOVA assigned its obligations under the
Differential Letter Agreement to NPL. On May 5, 1994, NPL paid Cdn.$26,465,529
in cash to 165109 Canada Inc. in satisfaction of its obligations under the
Differential Letter Agreement. Such payment was funded by a loan to NPL from
NCL, which was funded by a borrowing under the NCL Credit Facility.
The Asset Purchase Agreement, the Subscription Agreement, the
MG Agreement and the Agency Agreement are collectively referred to as the
"Purchase Agreements".
ITEM 4. PURPOSE OF TRANSACTION.
NOVA holds the Shares for investment purposes. NOVA
continually reviews its own strategic objectives together with the Corporation's
business affairs and financial position, as well as conditions in the securities
markets and general economic and industry conditions. Based on such evaluation
and review, NOVA will continue to consider various alternative
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CUSIP NO. 59151K108 13D PAGE 7 OF 14 PAGES
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courses of action, which could include purchasing additional Shares, or selling
some or all of the Shares.
Three directors or officers of NOVA Chemicals Corporation were
elected to the Corporation's Board of Directors: Jeffrey M. Lipton, Daniel W.
Boivin and A. Terry Poole. There is no agreement by the Corporation or MG
specifically granting to NOVA the right to designate in the future any directors
to serve on the Corporation's Board of Directors.
Other than as discussed above and in Item 3, NOVA has no plans
or proposals which relate to or would result in (i) the acquisition of
additional securities of the Corporation or the disposition of securities of the
Corporation; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Corporation or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Corporation or any of its subsidiaries; (iv) any change in the present board of
directors or management of the Corporation, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board (v) any material change in the present capitalization or dividend policy
of the Corporation; (vi) any other material change in the Corporation's business
or corporate structure; (vii) changes in the Corporation's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; (viii) causing a class
of the Corporation's securities 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; (ix) a class of the
Corporation's equity securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of
1934; or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) NOVA is the beneficial owner of 22,880,575 Shares issued
pursuant to the Asset Purchase Agreement, constituting approximately 13.2% of
the outstanding Shares (based on the Corporation's Interim Report for the three
months ended June 30, 1999 in which the Corporation reported that 173,136,748
common shares were outstanding), after giving effect to the issuance of the
Shares pursuant to the Purchase Agreements and assuming no other change in the
outstanding Shares.
NPL is the beneficial owner of 24,066,301 Shares as a result
of the consummation of the transactions described in the Agency Agreement, the
Subscription Agreement and the MG Agreement. NPL holds shared voting and
dispositive power with NOVA as to such Shares, constituting approximately 13.9%
of the outstanding Shares (based on the Corporation's Interim Report for the
three months ended June 30, 1999), after giving effect to the transactions
contemplated by the Purchase Agreements and assuming no other change in the
outstanding Shares.
As a result of the consummation of all of the referenced
transactions, NOVA holds shared voting and dispositive power as to 46,946,876
Shares, constituting approximately 27.1% of the outstanding Shares (based on the
Corporation's Interim Report for the three months
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CUSIP NO. 59151K108 13D PAGE 8 OF 14 PAGES
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ended June 30, 1999), after giving effect to the transactions contemplated by
the Purchase Agreements and assuming no other change in the outstanding Shares.
To the knowledge of NOVA and NPL, only the following persons
listed on Schedules I and II own any of the Corporation's Shares:
Name Number of Shares
---- ----------------
Daniel W. Boivin 6,000
Jeffrey M. Lipton 38,800
A. Terence Poole 35,000
(b) By virtue of its ownership of all of the stock of NPL,
NOVA may be deemed to share with NPL the power to vote or direct the vote and
the power to dispose or to direct the disposition of the Shares owned by NPL.
(c) None.
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Items 2, 3 and 4, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among NOVA and NPL, between such entities and the persons listed on Schedule I
or between NOVA or NPL and any person with respect to any securities of the
Corporation. To the knowledge of NOVA and NPL, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons listed on Schedules I and II or between such persons and any person with
respect to any securities of the Corporation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Asset Purchase Agreement dated the 8th day of December, 1993, among the
Corporation, NCL and NCI.*
2. Subscription and Registration Rights Agreement dated the 8th day of
December, 1993, among the Corporation and NCL.*
3. MG Term Sheet, dated December 9, 1993, between NCL and MG.*
4. FC Term Sheet, dated December 9, 1993, between FC and Gordon and between
NOVA and Gordon.*
5. Differential Letter Agreement, dated December 9, 1993, between NOVA and
FC.*
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CUSIP NO. 59151K108 13D PAGE 9 OF 14 PAGES
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6. Agency Agreement, dated as of December 9, 1993, between Gordon Capital
Corporation, RBC Dominion Securities, Burns Fry Limited, FC, the
Corporation and NPL.*
7. Instalment Receipt and Pledge Agreement dated December 30, 1993 by and
between the Corporation, 165109 Canada Inc., Metallgesellschaft Corp.,
Gordon Capital Corporation, RBC Dominion Securities Inc., Scotia McLeod
Inc., Burns Fry Limited, Wood Gundy Inc., Bunting Warburg Inc., Nesbitt
Thomson Inc., Midland Walwyn Capital Inc. First Marathon Securities
Limited, Toronto Dominion Securities Inc., Sanwa McCarthy Securities,
Limited, Trilon Securities Corporation, NPL, The R-M Trust Company and
2984717 Canada Inc.*
8. Amendment dated January 14, 1994 to the Asset Purchase Agreement.*
9. Amendment dated January 14, 1994 to the Subscription and Registration
Rights Agreement.*
10. MG Agreement dated January 14, 1994 between NPL and MG.*
11. MG Letter dated January 14, 1994 between NCL and MG.*
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* Previously filed
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CUSIP NO. 59151K108 13D PAGE 10 OF 14 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: September 15, 1999
NOVA Chemicals Corporation
By /s/ Jack S. Mustoe
-------------------------------
Name: Jack S. Mustoe
Title: Sr. Vice President, Legal
NOVA Petrochemicals Ltd.
By /s/ Jack S. Mustoe
-------------------------------
Name: Jack S. Mustoe
Title: Sr. Vice President, Legal
<PAGE>
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CUSIP NO. 59151K108 13D PAGE 11 OF 14 PAGES
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED PAGE
- ------- -------------
1. Asset Purchase Agreement dated the 8th day of December,
1993, among the Corporation, NCL and NCI.*
2. Subscription and Registration Rights Agreement dated the
8th day of December, 1993, among the Corporation and NCL.*
3. MG Term Sheet, dated December 9, 1993, between NCL and MG.*
4. FC Term Sheet, dated December 9, 1993, between FC and
Gordon and between NOVA and Gordon.*
5. Differential Letter Agreement, dated December 9, 1993,
between NOVA and FC.*
6. Agency Agreement, dated as of December 9, 1993, between
Gordon Capital Corporation, RBC Dominion Securities,
Burns Fry Limited, FC, the Corporation and NPL.*
7. Instalment Receipt and Pledge Agreement dated December 30,
1993 by and between the Corporation, 165109 Canada Inc.,
Metallgesellschaft Corp., Gordon Capital Corporation,
RBC Dominion Securities Inc., Scotia McLeod Inc., Burns
Fry Limited, Wood Gundy Inc., Bunting Warburg Inc.,
Nesbitt Thomson Inc., Midland Walwyn Capital Inc. First
Marathon Securities Limited, Toronto Dominion Securities
Inc., Sanwa McCarthy Securities, Limited, Trilon
Securities Corporation, NPL, The R-M Trust Company and
2984717 Canada Inc.*
8. Amendment dated January 14, 1994 to the Asset Purchase
Agreement.*
9. Amendment dated January 14, 1994 to the Subscription and
Registration Rights Agreement.*
10. MG Agreement dated January 14, 1994 between NPL and MG.*
11. MG Letter dated January 14, 1994 between NCL and MG.*
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* Previously filed
<PAGE>
SCHEDULE I
Set forth below is the information required by Item 2 of Schedule 13D for
each executive officer and director of NOVA Chemicals Corporation.
<TABLE>
<CAPTION>
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OFFICER/
NAME DIRECTOR CITIZENSHIP PRINCIPAL OCCUPATION NAME AND ADDRESS OF EMPLOYER BUSINESS OF EMPLOYER
<S> <C> <C> <C> <C> <C>
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Dr. F. Peter Boer Director U.S. President and Chief Tiger Scientific, Inc. Science and
Executive Officer of 47 Country Road South technology,
Tiger Scientific, Inc. Village of Golf, Florida 33436 consulting and
U.S.A. investments
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Robert E. Dineen. Jr. Director U.S. Partner of Shearman & Shearman & Sterling Attorneys-at-Law
Sterling 566 Lexington Avenue
New York. N.Y. 10022
U.S.A.
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L. Yves Fortier, Director Canadian Chairman and Senior Ogilvy Renault Barristers and
C.C., Q.C. Partner of Ogilvy 1981 McGill College Avenue, Solicitors
Renault Suite 1200
Montreal, PQ
H3A 3C1
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Kerry L. Hawkins Director Canadian President of Cargill Cargill Limited Grain handlers
Limited Box 5900 and merchants,
300, 240 Graham Avenue transporters and
Winnipeg, MB processors of agricultural
R3C 4C5 products
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Jeffrey M. Lipton Director/ U.S. President and Chief NOVA Chemicals Corporation See Item 2
Officer Executive Officer of 2300 - 645 7th Avenue S.W.
NOVA Chemicals Calgary, Alberta
Corporation T2P 4G8
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Gerald J. Maier Director Canadian Chairman Emeritus of TransCanada PipeLines Limited Energy services
TransCanada PipeLines 3400, 237 Fourth Avenue S.W.
and Vice Chairman of Calgary, Alberta
NOVA Chemicals T2P 5A4
Corporation
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James M. Edward (Ted) Director Canadian Chairman of NOVA Newall and Associates Consulting
Newall O.C. Chemicals Corporation 2015, 855 - 2nd Street S.W.
Calgary, Alberta
T2P 4J8
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Dr. Nicholas Pappas Director U.S. President and Chief BioTraces, Inc. Environmental Consulting
Executive Officer of 606 Swallow Hollow Road
BioTraces, Inc. Centerville, Delaware 19807
U.S.A.
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Robert L. Pierce, Q.C. Director U.S. Chairman and Chief Foothills Pipe Line Ltd. Pipeline transportation
Executive Officer of c/o 33rd Floor, X
Foothills Pipe Lines Suite 1200
Ltd. Calgary, Alberta
T2P
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1
<PAGE>
<CAPTION>
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OFFICER/
NAME DIRECTOR CITIZENSHIP PRINCIPAL OCCUPATION NAME AND ADDRESS OF EMPLOYER BUSINESS OF EMPLOYER
<S> <C> <C> <C> <C> <C>
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Janice G. Rennie, Director Canadian President of Research Research Technology Management Inc. Technology
F.C.A. Technology Management 720 University Extension Centre Consulting
Inc. 8303 - 112 Street
Edmonton, Alberta
T6G 1K4
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Joseph D. Thompson Director Canadian Chairman of PCL PCL Construction Group Inc. General
Construction Group 5410 - 99th Street construction
Inc. Edmonton, Alberta contractors
T6E 3P4
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Daniel W. Boivin Officer Canadian President, Olefins/ NOVA Chemicals Corporation See Item 2
Polyolefins and 2300 - 645 7th Avenue S.W.
Senior Vice President Calgary, Alberta
of NOVA Chemicals T2P 4G8
Corporation
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Wes W. Lucas Officer U.S. President, Styrenics NOVA Chemicals Coporation See Item 2
and Senior Vice 400 Frankfort Road
President of NOVA Monaca, Pennsylvania
Chemicals Corporation 15061
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Wayne E. Lunt Officer Canadian Senior Vice President NOVA Chemicals Corporation See Item 2
and Chief Financial 2300 - 645 7th Avenue S.W.
Officer of NOVA Calgary, Alberta
Chemicals Corporation T2P 4G8
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Lawrence A. MacDonald Officer Canadian Senior Vice President, NOVA Chemicals Corporation See Item 2
Manufacturing East of 2300 - 645 7th Avenue S.W.
NOVA Chemicals Calgary, Alberta
Corporation T2P 4G8
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Jack S. Mustoe Officer Canadian Senior Vice President, NOVA Chemicals Corporation See Item 2
Legal and General 2300 - 645 7th Avenue S.W.
Counsel of NOVA Calgary, Alberta
Chemicals Corporation T2P 4G8
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Sheila H. O'Brien Officer Canadian Senior Vice President, NOVA Chemicals Corporation See Item 2
Human Resources, Public 2300 - 645 7th Avenue S.W.
Affairs and Investor Calgary, Alberta
Relations of NOVA T2P 4G8
Chemicals Corporation
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A. Terence Poole Officer Canadian Executive Vice NOVA Chemicals Corporation See Item 2
President, Finance and 2300 - 645 7th Avenue S.W.
Strategy of NOVA Calgary, Alberta
Chemicals Corporation T2P 4G8
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Dale H. Spiess Officer U.S. Senior Vice President, NOVA Chemicals Corporation See Item 2
Polyethylene Sales and 200 Cliffmine Road
Marketing of NOVA Monaca, Pennsylvania
Chemicals Corporation 15061
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John L. Wheeler Officer U.S. Chief Information NOVA Chemicals Corporation See Item 2
Officer of NOVA 2300 - 645 7th Avenue S.W.
Chemicals Corporation Calgary, Alberta
T2P 4G8
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</TABLE>
2
<PAGE>
SCHEDULE II
Set forth below is the information required by Item 2 of Schedule 13D for each
executive officer and director of NOVA Petrochemicals Ltd.
<TABLE>
<CAPTION>
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OFFICER/
NAME DIRECTOR CITIZENSHIP PRINCIPAL OCCUPATION NAME AND ADDRESS OF EMPLOYER BUSINESS OF EMPLOYER
<S> <C> <C> <C> <C> <C>
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Daniel W. Boivin Director/ Canadian President NOVA Petrochemicals Ltd. See Item 2
Officer 2300 - 645 7th Avenue S.W.
Calgary, Alberta
T2P 4G8
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Jack S. Mustoe Director/ Canadian Senior Vice President NOVA Petrochemicals Ltd. See Item 2
Officer and General Counsel 2300 - 645 7th Avenue S.W.
Calgary, Alberta
T2P 4G8
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A. Terence Poole Director/ Canadian Senior Vice President NOVA Petrochemicals Ltd. See Item 2
Officer 2300 - 645 7th Avenue S.W.
Calgary, Alberta
T2P 4G8
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</TABLE>
