SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO __)*
AT Plastics Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
001947100
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(CUSIP Number)
Dennis J. Block, Esq., Cadwalader, Wickersham & Taft, 100 Maiden Lane, New
York, NY 10038
(212) 504-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 9, 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 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
Perry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /x/ (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
2,185,150
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,185,150
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,185,150
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP NO. 001947100 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
Richard C. Perry
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /x/ (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,185,150 (all shares beneficially owned by Perry Corp.)
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,185,150 (all shares beneficially owned by Perry Corp.)
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,185,150
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 4 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common shares (the "Common Shares") of
AT Plastics Inc. (the "Issuer"). The Issuer's principal executive office is
located at 134 Kennedy Road South, Brampton, Ontario L6W 3G5.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Perry Corp. and Richard C. Perry
(collectively, the "Reporting Persons"). Attached as Exhibit A is a copy of the
Reporting Persons' agreement in writing to file this statement on Schedule 13D
on behalf of each of them.
(a) Perry Corp., a New York corporation, and Richard C. Perry.
(b) The business address of Perry Corp. and Richard C. Perry is 599
Lexington Ave., New York, New York 10022.
(c) Perry Corp. is a private investment management firm and the
principal occupation of Richard C. Perry is President and Chief Executive
Officer of Perry Corp.
(d) During the past five years, none of the executive officers or
directors of Perry Corp. nor Richard C. Perry have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the executive officers or
directors of Perry Corp. nor Richard C. Perry have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which he or it 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 laws or finding any violation with respect to
such laws.
(f) Perry Corp. is a New York corporation and Richard C. Perry is a
citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds for the purchase of the Common Shares
reported herein was the investment capital of certain investment accounts under
the management and control of Perry Corp. The total amount of such funds is
$13,311,918.50.
ITEM 4. PURPOSE OF TRANSACTION.
Perry Corp. acquired 1,406,250 Common Shares on February 9, 1999
pursuant to an underwritten public offering of common shares of the Issuer. The
Reporting Persons previously had acquired 778,900 Common Shares in open market
purchases. Pursuant to a letter agreement dated January 28, 1999 between the
Issuer and Perry Equity Investors Inc.,
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 5 OF 10 PAGES
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the Issuer has appointed Andy Smith, a Managing Director of Perry Capital LLC,
an affiliate of Perry Corp., as a director of Issuer and has agreed to nominate
a person acceptable to Perry Capital LLC and the Issuer for election as a
director of Issuer at its next annual meeting of shareholders.
Except as disclosed above, the Reporting Persons do not have any
present intention to take any of the actions described in paragraphs (b) through
(j) of Item 4 of Schedule 13D. However, the Reporting Persons may, subject to
the continuing evaluation of the Issuer's condition and prospects, acquire from
time to time additional securities of the Issuer in the open market or in
privately negotiated transactions or otherwise. Depending on such evaluation,
the Reporting Persons may, from time to time, retain or sell all or a portion of
the securities of the Issuer beneficially owned by them in the open market or in
privately negotiated transactions. Any actions the Reporting Persons may take
will be dependent on numerous facts, including general market and economic
conditions, the ongoing evaluation of the Issuer's business and prospects and
future developments.
In addition, the Reporting Persons may consult with each other
regarding the Issuer and its future prospects and possible transactions
involving the Issuer or its shares. The Reporting Persons may, collectively or
individually, exercise any or all rights available to them as shareholders of
the Issuer, including, without limitation, the right to contact other holders of
shares of the Company's capital stock or other securities or take such other
action as they deem appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on publicly available information, the Issuer has issued
and outstanding 20,140,000 Common Shares.
Perry Corp. is the beneficial owner of 2,185,150 Common
Shares, or 10.8% of the outstanding Common Shares. Richard C. Perry
is the beneficial owner of 2,185,150 Common Shares, or 10.8% of the
outstanding Common Shares.
(b)
PERRY CORP. RICHARD C. PERRY
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SOLE POWER TO VOTE/ 2,185,150 2,185,150
DIRECT VOTE
SHARED POWER TO None None
VOTE/ DIRECT VOTE
SOLE POWER TO 2,185,150 2,185,150
DISPOSE/ DIRECT
DISPOSITION
SHARED POWER TO None None
DISPOSE/ DIRECT
DISPOSITION
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 6 OF 10 PAGES
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(c)
Date Number of Shares Purchased Purchase Price per Share (USD)
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1/19/99 10,000 5.94
2/9/99 1,406,250 5.29
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Shares.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Item 4, there are no contracts, arrangements,
understanding or relationships (legal or otherwise) among the persons named in
Item 2, and between such persons and any person with respect to the securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Joint Filing Agreement of Perry Corp. and
Richard C. Perry, as required by Rule 13d-1(f)(1) promulgated under
the Securities Exchange Act of 1934, as amended.
Exhibit B: Letter agreement between Perry Equity
Investors Inc. and AT Plastics Inc., dated January 28, 1999.
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 7 OF 10 PAGES
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SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: February 19, 1999
New York, NY
Perry Corp.
By: /s/ Richard C. Perry
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Richard C. Perry
President and Chief
Executive Officer
Dated: February 19, 1999
New York, NY
By: /s/ Richard C. Perry
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Richard C. Perry
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 8 OF 10 PAGES
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Exhibit A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of AT Plastics Inc. and hereby affirms
that such Schedule 13D is being filed on behalf of each of the undersigned. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such information is
inaccurate.
Dated: February 19, 1999
New York, NY
Perry Corp.
By: /s/ Richard C. Perry
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Richard C. Perry
President and Chief
Executive Officer
Dated: February 19, 1999
New York, NY
By: /s/ Richard C. Perry
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Richard C. Perry
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 9 OF 10 PAGES
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Exhibit B
PERRY EQUITY INVESTORS INC.
599 Lexington Avenue
New York, New York 10022
January 28, 1999
AT Plastics Inc.
134 Kennedy Road South
Brampton, Ontario, Canada
L6W 3G5
Ladies and Gentlemen:
AT Plastics Inc. (the "Company") has informed Perry Equity Investors
Inc. (the "Purchaser") that it intends to undertake an offering (the "Offering")
of approximately $15 million (not including any over-allotment option) of its
common stock (the "Common Stock").
The Company agrees with the Purchaser as follows:
1. If, in connection with the Offering, the Purchaser (or its
designee) acquires such number of shares of Common Stock as equals or exceeds
one-third of the total number of shares sold in the Offering, the Company agrees
to: (a) promptly nominate (or cause to be nominated) one person designated by
the Purchaser to the board of directors of the Company; (b) use its best efforts
to promptly appoint (or cause to be appointed) such designee to the board of
directors of the Company; and (c) in connection with the next succeeding
election of members to the board of directors, use its best efforts to cause
such designee to be elected to the board of directors of the Company.
2. In addition to the agreement set forth in paragraph 1, if, in
connection with the Offering, the Purchaser (or its designee) acquires in excess
of one-third of the total number of shares of Common Stock sold in the Offering,
the Company agrees to: (a) promptly nominate (or cause to be nominated) one
additional person to the board of directors of the Company the identity of which
shall be agreed in good faith by the Purchaser and the Company; (b) use its best
efforts to promptly appoint (or cause to be appointed) such additional designee
to the board of directors of the Company; and (c) in connection with the next
succeeding election of members to the board of directors use its best efforts to
cause such additional designee to be so elected.
3. This agreement may be executed in one or more counterparts and,
if executed in more than one counterpart, the executed counterparts shall
together constitute a single instrument.
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CUSIP NO. 001947100 SCHEDULE 13D PAGE 10 OF 10 PAGES
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If the foregoing correctly sets forth the agreement between the
Company and the Purchaser, please indicate your acceptance in the space provided
for that purpose below.
Very truly yours,
PERRY EQUITY INVESTORS INC.
By: /s/ Richard C. Perry
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Name: Richard C. Perry
Title: President and Chief
Executive Officer
Accepted and agreed as of the date first above written:
AT PLASTICS INC.
By: /s/ J.G. Clarke
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Name: J.G. Clarke
Title: President and Chief Executive Officer
