- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF
1934
------------------------
WYANT CORPORATION
(Name of Subject Company (Issuer))
------------------------------
PERKINS ACQUISITION CORP.
PERKINS PAPERS LTD.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
982855108
(CUSIP Number of Class of Securities)
------------------------------
MICHELE BEAUCHAMP, ESQ.
PERKINS PAPERS LTD.
77, MARIE-VICTORIN BOULEVARD
CANDIAC, QUEBEC
J5R 1C3 CANADA
TELEPHONE: (450) 444-6400
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
------------------------------
COPIES TO:
SANDY K. FELDMAN, ESQ.
FELDMAN & ASSOCIATES
10 EAST 40TH STREET
NEW YORK, NEW YORK 10016
TELEPHONE: (212) 481-1551
------------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$14,744,698 $2,948.94
* For purposes of calculating amount of filing fee only. The amount assumes
(i) the purchase by Perkins Acquisition Corp. of 2,270,617 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), of Wyant Corporation
(the "Company"), at a purchase price in cash of $4.00 per share,
representing all the Common Stock outstanding as of August 29, 2000,
(ii) the purchase by Perkins Papers Ltd. of 1,333,333 shares of Class E
Exchangeable Preferred Stock of Wood Wyant Inc., a Canada corporation and a
wholly owned subsidiary of the Company, exchangeable on a one-for-one basis
for shares of Common Stock, at a purchase price in cash of $4.00 per share,
pursuant to the Stock Purchase Agreement as defined, and further described,
in the Offer to Purchase, and (iii) the payment by Perkins Acquisition
Corp. to holders of certain employee stock options, whether or not now
exercisable or vested, of an amount in cash equal to the difference between
$4.00 over the exercise price of such options, pursuant to the Merger
Agreement as defined, and further described, in the Offer to Purchase, in
an aggregate amount of $328,898.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
/ / Check the box if the filing relates to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Perkins Acquisition Corp., a New York corporation (the "Purchaser")
and a wholly owned subsidiary of Perkins Papers Ltd., a Canada corporation
("Parent"), to purchase all the outstanding shares of Common Stock, par value
$0.01 per share (the "Shares"), of Wyant Corporation, a New York corporation
(the "Company"), at a purchase price of $4.00 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated September 8, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal, copies of which are filed
with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Parent
is a subsidiary of Cascades Inc., a Quebec corporation ("Cascades"). This
Schedule TO is being filed on behalf of the Purchaser and Parent.
The information set forth in the Offer to Purchase, including the Schedule
thereto, is hereby incorporated by reference in answer to items 1 through 11 of
this Schedule TO, and is supplemented by the information specifically provided
herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) (3) and (4) During the last five years, none of the Purchaser, Parent or
Cascades or, to the best knowledge of the Purchaser and Parent, any of the
persons listed on Schedule I to the Offer to Purchase (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of such laws.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) and (b) Except as described in the Offer to Purchase, there have not
been any negotiations, transactions or material contacts between the Purchaser,
Parent or Cascades or, to the best knowledge of the Purchaser and Parent, any of
the persons listed in Schedule I to the Offer to Purchase, on the one hand, and
the Company or any of its directors, executive officers or affiliates, on the
other hand, that are required to be disclosed pursuant to this item.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Except as described in the Offer to Purchase, none of the Purchaser, Parent
or Cascades or, to the best knowledge of the Purchaser and Parent, any of the
persons listed in Schedule I to the Offer to Purchase, or any associate or
majority-owned subsidiary of the Purchaser, Parent, Cascades or any of the
persons listed in Schedule I to the Offer to Purchase, beneficially owns any
equity security of the Company or has effected any transaction in any equity
security of the Company during the past 60 days.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(b) The Letter of Transmittal filed as Exhibit (a)(1)(B) hereto is
incorporated herein by reference.
2
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated September 8, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Joint Press Release issued by Parent and the Company on
August 30, 2000.
(a)(1)(H) Summary Advertisement published September 8, 2000.
(b) Not applicable.
(c) Not applicable.
(d)(1) Agreement and Plan of Merger dated as of August 30, 2000,
among Parent, the Purchaser and the Company.
(d)(2) Stock Purchase Agreement dated August 30, 2000, among
Parent, the Purchaser and James A. Wyant and certain members
of his family.
(d)(3) Confidential Disclosure and Standstill Agreement dated June
28, 2000, between Cascades Inc. and the Company.
(e) Not applicable.
(f) Appraisal rights. New York Business Corporation Law Section
910, "Right of shareholder to receive payment for shares
upon merger or consolidation, or sale, lease, exchange or
other disposition of assets, or share exchange"; Section
623, "Procedure to enforce shareholders' right to receive
payment for shares".
(g) Not applicable.
(h) Not applicable.
3
SIGNATURES
After due 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.
PERKINS ACQUISITION CORP.
By: /s/ SUZANNE BLANCHET
-----------------------------------------
Name: Suzanne Blanchet
Title: President
PERKINS PAPERS LTD.
By: /s/ SUZANNE BLANCHET
-----------------------------------------
Name: Suzanne Blanchet
Title: President and Chief Executive
Officer
Dated: September 8, 2000
4
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
(a)(1)(A) Offer to Purchase dated September 8, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(1)(E) Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Joint Press Release issued by Parent and the Company on
August 30, 2000.
(a)(1)(H) Summary Advertisement published September 8, 2000.
(b) Not applicable.
(c) Not applicable.
(d)(1) Agreement and Plan of Merger dated as of August 30, 2000,
among Parent, the Purchaser and the Company.
(d)(2) Stock Purchase Agreement dated August 30, 2000, among
Parent, the Purchaser and James A. Wyant and certain members
of his family.
(d)(3) Confidential Disclosure and Standstill Agreement dated June
28, 2000, between Cascades Inc. and the Company.
(e) Not applicable.
(f) Appraisal rights. New York Business Corporation Law Section
910, "Right of shareholder to receive payment for shares
upon merger or consolidation, or sale, lease, exchange or
other disposition of assets, or share exchange"; Section
623, "Procedure to enforce shareholders' right to receive
payment for shares".
(g) Not applicable.
(h) Not applicable.