<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MOTORVAC TECHNOLOGIES, INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
620105 10 6
(CUSIP NUMBER)
ANNALEE COHEN
THE ERIN MILLS GROUP
7501 KEELE STREET, SUITE 500
CONCORD, ONTARIO L4K 1Y2
(416) 736-1809
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 9, 1996
(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 [ ].
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).
(Continued on following pages)
(Page 1 of 11 Pages)
1.
<PAGE> 2
- ------------------------------------- -----------------------------------
CUSIP NO. 620105 10 6 13D Page 2 of 11 Pages
- ------------------------------------- -----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE ERIN MILLS DEVELOPMENT CORPORATION
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
- -------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES -0-*
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
-----------------------------------------------------------
8 SHARED VOTING POWER
2,760,512*
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-*
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,760,512*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,512*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
61.14%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* BUT SEE ITEM 5.
2.
<PAGE> 3
- ------------------------------------- -----------------------------------
CUSIP NO. 620105 10 6 13D Page 3 of 11 Pages
- ------------------------------------- -----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE ERIN MILLS INVESTMENT CORPORATION
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ALBERTA, CANADA
- -------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES -0-*
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
-----------------------------------------------------------
8 SHARED VOTING POWER
2,760,512*
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-*
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,760,512*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,512*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
61.14%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* BUT SEE ITEM 5.
3.
<PAGE> 4
- ------------------------------------- -----------------------------------
CUSIP NO. 620105 10 6 13D Page 4 of 11 Pages
- ------------------------------------- -----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ERIN MILLS INTERNATIONAL INVESTMENT CORPORATION
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BARBADOS, WEST INDIES
- -------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF
SHARES -0-*
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
-----------------------------------------------------------
8 SHARED VOTING POWER
2,760,512*
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-*
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,760,512*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,512*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
61.14%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* BUT SEE ITEM 5.
4.
<PAGE> 5
ITEM 1. SECURITY AND ISSUER
(a) Title of Security:
Motorvac Technologies, Inc., Common Stock, $.01 par value per share
(the "Common Stock")
(b) Name of Issuer:
Motorvac Technologies, Inc., a Delaware corporation (the "Company").
(c) Address of Issuer's Principal Executive Office:
The principal executive office of the Company is located at 1431 S.
Village Way, Santa Ana, California, 92705.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by The Erin Mills Development Corporation, an
Ontario, Canada corporation ("EMDC"), The Erin Mills Investment Corporation, an
Alberta, Canada corporation ("TEMIC"), and Erin Mills International Investment
Corporation, a Barbados, West Indies corporation ("EMIIC"). EMDC, TEMIC and
EMIIC are collectively referred to herein as the "Reporting Persons." EMDC is
principally engaged in the business of developing real estate for sale and
commercial rental. Its principal business offices are located at 7501 Keele
Street, Suite 500, Concord, Ontario L4K 1Y2, Canada. TEMIC is a venture capital
company and is principally engaged in the business of financing other companies
through equity and debt-based instruments. Its principal business offices are
located at 7501 Keele Street, Suite 500, Concord, Ontario L4K 1Y2, Canada. EMIIC
is also a venture capital company and is principally engaged in the business of
financing other companies through equity and debt-based instruments. Its
principal business offices are located at Suite 204(1), Trident House Broad
Street, Bridgetown, Barbados, West Indies.
Schedule 1 hereto, which is incorporated herein by reference, lists the
name, business address, and present principal occupation or employment of each
executive officer and director of EDMC, TEMIC and EMIIC. Unless otherwise
indicated on Schedule 1, all such individuals are citizens of Canada.
During the last five years, there have been no criminal proceedings
against the Reporting Persons or, to the best knowledge of the Reporting
Persons, any of the other persons with respect to whom information is given in
response to this Item 2. During the last five years, neither the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of the other
persons with respect to whom information is given in response
5.
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to this Item 2 have been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree,
or final order enjoining future 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
All of the 2,760,512 shares of Common Stock beneficially owned by the
Reporting Persons were purchased for (i) cash consideration out of EMIIC's
working capital or (ii) cancellation of indebtedness originally funded out of
EMIIC's working capital. Of the 2,760,512 shares of Common Stock beneficially
owned by the Reporting Persons, 8,350 were acquired from December 9, 1996 to
December 18, 1996. Such shares were acquired in the open market in consideration
of cash in the aggregate amount of $40,726.75. The source of the cash
consideration was EMIIC's working capital.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons acquired the shares of the Common Stock for
investment purposes only. Except as disclosed in or otherwise contemplated by
this Schedule 13D, the Reporting Persons do not have any plans or proposals
which relate to or would result in any of the following:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities by the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
6.
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(h) causing a class of securities of the Company 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 the Company 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.
Notwithstanding item 4(a), subject to applicable legal requirements, the
Reporting Persons may purchase additional shares of Common Stock from time to
time in open market or in private transactions, depending on the Reporting
Persons' evaluation of the Issuer's business, prospects and financial condition,
the markets for the Common Stock, other developments concerning the Issuer,
other opportunities available to the Reporting Persons, and general, economic,
money and stock market conditions. In addition, depending upon the factors
referred to above, subject to applicable legal requirements, the Reporting
Persons may dispose of all or a portion of their shares of Common Stock at any
time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Beneficial Ownership: 2,760,512
Percentage Ownership: 61.14%
The persons listed in Schedule 1 attached hereto, by virtue of direct or
indirect control of EMDC, TEMIC and EMIIC, may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3, to own beneficially the
Common Stock owned beneficially by the Reporting Persons. Such individuals
expressly disclaim any such beneficial ownership.
(b) Sole Voting Power: -0-
Shared Voting Power: 2,760,512
Sole Dispositive Power: -0-
Shared Dispositive Power: 2,760,512
(c) Recent Transactions: See Item 3.
(d) Right to Receive Dividends: Not applicable.
(e) Ownership below 5%: Not applicable.
7.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A Joint Filing Agreement, dated as of December 18, 1996, among The
Erin Mills Development Corporation, The Erin Mills Investment
Corporation and Erin Mills International Investment Corporation.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 1996
THE ERIN MILLS DEVELOPMENT CORPORATION
/s/ GERRY C. QUINN
------------------------------------------
Gerry C. Quinn
Executive Vice President
THE ERIN MILLS INVESTMENT CORPORATION
/s/ GERRY C. QUINN
------------------------------------------
Gerry C. Quinn
President
ERIN MILLS INTERNATIONAL INVESTMENT CORPORATION
/s/ STEPHEN L. GREAVES
------------------------------------------
Stephen L. Greaves
General Manager
8.
<PAGE> 9
SCHEDULE 1
INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS OF
THE ERIN MILLS DEVELOPMENT CORPORATION, THE ERIN MILLS INVESTMENT CORPORATION
AND ERIN MILLS INTERNATIONAL INVESTMENT CORPORATION
Unless otherwise indicated, the business address of each individual and
corporation listed below is 7501 Keele Street, Suite 500, Concord, Ontario L4K
1Y2, Canada. Unless otherwise indicated, each individual listed below is a
citizen of Canada.
THE ERIN MILLS DEVELOPMENT CORPORATION
NAME AND PRINCIPAL EMPLOYMENT
BUSINESS ADDRESS POSITION AND EMPLOYER
- ---------------- -------- ------------
Mr. Marco Muzzo Director and President of EMDC and Chairman
President of EMDC of the Board of TEMIC
Mr. John Daniels Director and Vice Vice President of EMDC and
President of EMDC TEMIC
Mr. Alfredo DeGasperis Director and Vice Vice President of EMDC and
President of EMDC TEMIC
Mr. Peter Daniels Director and Vice Vice President of EMDC and
President of EMDC TEMIC
Mr. Elly Reisman Director and Vice Vice President of EMDC and
President of EMDC TEMIC
Mr. Larry Robbins Director and Secretary of EMDC and TEMIC
Secretary of EMDC
Mr. Rudolph Bratty Director and Treasurer of EMDC and TEMIC
Treasurer of EMDC
Mr. Gerry C. Quinn Executive Vice President of TEMIC and
President of EMDC Executive Vice President of
EMDC
9.
<PAGE> 10
THE ERIN MILLS INVESTMENT CORPORATION
NAME AND PRINCIPAL EMPLOYMENT
BUSINESS ADDRESS POSITION AND EMPLOYER
- ---------------- -------- ------------
Mr. Marco Muzzo Director and President of EMDC and Chairman
Chairman of TEMIC of the Board of TEMIC
Mr. John Daniels Director and Vice Vice President of EMDC and
President of TEMIC TEMIC
Mr. Alfredo DeGasperis Director and Vice Vice President of EMDC and
President of TEMIC TEMIC
Mr. Peter Daniels Director and Vice Vice President of EMDC and
President of TEMIC TEMIC
Mr. Elly Reisman Director and Vice Vice President of EMDC and
President of TEMIC TEMIC
Mr. Larry Robbins Director and Secretary of EMDC and TEMIC
Secretary of TEMIC
Mr. Rudolph Bratty Director and Treasurer of EMDC and TEMIC
Treasurer of TEMIC
Mr. Gerry C. Quinn President of TEMIC President of TEMIC and
Executive Vice President of
EMDC
Ms. Annalee Cohen Vice President of Vice President of TEMIC
TEMIC
10.
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ERIN MILLS INTERNATIONAL INVESTMENT CORPORATION
NAME AND PRINCIPAL EMPLOYMENT
BUSINESS ADDRESS POSITION AND EMPLOYER
- ---------------- -------- ------------
Dr. Treavor A. Carmichael Director, Chairman and Chairman and Secretary
Suite 204(l) Secretary of EMIIC of EMIIC
Trident House Broad Street
Bridgetown, Barbados, W.I.
Citizenship: Barbados, W.I.
Mr. Andrew C. Ferreira Director and Assistant Assistant Secretary of
Suite 204(l) Secretary of EMIIC EMIIC
Trident House Broad Street
Bridgetown, Barbados, W.I.
Citizenship: Barbados, W.I.
Mr. Stephen L. Greaves Director and General General Manager of
Suite 204(l) Manager of EMIIC EMIIC
Trident House Broad Street
Bridgetown, Barbados, W.I.
Citizenship: Barbados, W.I.
Mr. Gerry C. Quinn Director of EMIIC President of TEMIC and
Executive Vice
President of EMDC
Mr. Humphrey Metzgen Director of EMIIC Self Employed
Westerlee Cottage
Westmoreland
St. James, Barbados, W.I.
Citizenship: United Kingdom
11.
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EXHIBIT A
JOINT FILING AGREEMENT
12.
<PAGE> 13
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the Common Stock, par value $.01 per share, of Motorvac
Technologies, Inc., and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
timely filing of such Statement on Schedule 13D and any amendments thereto, and
for the accuracy and completeness of the information concerning such party
contained therein; provided, however, that no party is responsible for the
accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same
effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
December 19, 1996.
THE ERIN MILLS DEVELOPMENT CORPORATION
By: /s/ Gerry C. Quinn
-------------------------------------------
Title: Executive Vice President
----------------------------------------
THE ERIN MILLS INVESTMENT CORPORATION
By: /s/ Gerry C. Quinn
-------------------------------------------
Title: Executive Vice President
----------------------------------------
ERIN MILLS INTERNATIONAL
INVESTMENT CORPORATION
By: /s/ Stephen L. Greaves
-------------------------------------------
Title: General Manager
----------------------------------------
1.
