SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Stake Technology Ltd.
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(Name of Issuer)
Common Stock, Without Par Value
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(Title of Class of Securities)
85 25 59 103
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(CUSIP Number of Class of Securities)
Guy P. Lander
Claridge Israel LLC
c/o Davies Ward Phillips & Vineberg
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5511
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
August 29, 2003
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(Date of Event which Requires
Filing of this Schedule)
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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other
parties to whom copies are to be sent.
SCHEDULE 13D
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CUSIP No. 85 25 59 103
----------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Claridge Israel LLC
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
10,981,812
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10,981,812
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,981,812
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen R. Bronfman
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
16,000
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 16,000
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
16,000
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Fetherstonhaugh
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
16,000
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 285,714
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 16,000
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
285,714
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
301,714
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SRB Belvedere Trust
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 285,714
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
285,714
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
285,714
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
Introductory Note
This Amendment No. 6 (this "Statement") amends and restates the Schedule
13D and all amendments thereto as filed by Claridge Israel LLC, a Delaware
limited liability company ("Claridge") with respect to the common stock, without
par value (the "Common Stock"), of Stake Technology Ltd. (the "Issuer").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the initial statement on Schedule 13D
filed by Claridge on September 27, 2001, as amended by Amendment No. 1 thereto
filed on October 2, 2001, Amendment No. 2 thereto filed on October 23, 2001,
Amendment No. 3 thereto filed on December 27, 2001, Amendment No. 4 thereto
filed on December 4, 2002 and Amendment No. 5 thereto filed on March 27, 2003
(the initial statement together with all amendments thereto are herein referred
to as the "Initial Statements"). Claridge, Stephen R. Bronfman ("Bronfman"),
Robert Fetherstonhaugh ("Fetherstonhaugh") and SRB Belvedere Trust (the "Trust",
together with Claridge, Bronfman and Fetherstonhaugh, the "Reporting Persons")
are jointly filing this Amendment No. 6 which amends and restates the Schedule
13D and all amendments thereto in their entirety.
Item 1. Security and Issuer.
The principal executive offices of the Issuer are located at 2838 Highway
7, Norval, Ontario, Canada L0P 1K0. This Statement is being filed by the
Reporting Persons to report transactions in the Common Stock as a result of
which each of the Reporting Persons may be deemed to be a beneficial owner of in
excess of 5% of the total number of shares of outstanding Common Stock.
Item 2. Identity and Background.
(a) This Statement is being filed on behalf of the Reporting Persons.
Schedule I-A to this Statement contains the name, residence or business address,
present principal occupation and citizenship of each of the executive officers
and Managers of Claridge. Schedule I-B to this Statement contains the name,
residence or business address, present principal occupation and citizenship of
each trustee ("Trustee") of the Trust.
(b) Claridge has its principal office at c/o Davies Ward Phillips &
Vineberg, 625 Madison Avenue, New York, New York 10022. Each of Bronfman,
Fetherstonhaugh and the Trust has its principal office at c/o Claridge Inc.,
1170 Peel Street, Montreal, Canada H3P 4P2.
(c) The principal business of each of Claridge, Bronfman and the Trust
consists of the acquisition, ownership, disposition and reinvestment of
investment assets and related business activities. The principal business of
Fethersonhaugh is his present occupation as the President and Chief Executive
Officer of Claridge, Inc., an affiliate of Claridge.
(d) During the past five years, none of the Reporting Persons or the
persons listed on Schedule I-A as a Manager or executive officer of Claridge or
the persons listed on Schedule I-B as a Trustee of the Trust has been convicted
in a criminal proceeding.
(e) During the past five years, none of the Reporting Persons or the
persons listed on Schedule I-A as a Manager or executive officer of Claridge or
the persons listed on Schedule I-B as a Trustee of the Trust has been a party to
any civil proceeding as a result of which it has been 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) Claridge is a Delaware limited liability company. The Trust is
organized under the laws of Canada. Bronfman and Fetherstonhaugh are citizens of
Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Information contained in Item 3 of the Initial Statements is hereby
incorporated by reference. The source of funds for the $2,000,000 used to
purchase 285,714 shares of Common Stock of the Issuer on August 29, 2003 by the
Trust is Stephen R. Bronfman, a Reporting Person.
Item 4. Purpose of Transaction.
The purpose of the Reporting Persons in effecting the transactions reported
hereby is to make a substantial, but not controlling, equity investment in the
Issuer.
Subsequent to the filing of this Statement, the Reporting Persons may elect
from time to time to purchase additional securities of the Issuer in market
transactions or otherwise.
Except as set forth in this Statement and in the attached Exhibits, the
Reporting Persons do not have any present plans or proposals that relate to or
would result in any of the actions required to be described in Item 4 of
Schedule 13D. Each Reporting Person may, at any time, review or reconsider its
position with respect to the Issuer and the Common Stock and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed members of a group within the
meaning of Section 13(d)(3) and Rule 13d-5(b)(1) of the Securities Exchange Act
of 1934, as amended. Bronfman and Fetherstonhaugh are designated by Claridge to
serve on the board of directors of the Issuer. Additionally, Fetherstonhaugh is
a Trustee of the Trust.
Claridge beneficially owns directly 10,981,812 shares of Common Stock,
which represents 20.3% of the Common Stock of the Issuer, based on the
51,570,939 shares of Common
Stock the Issuer has advised the Reporting Persons are outstanding as of
September 4, 2003 and warrants to purchase 2,500,000 shares of Common Stock
owned by Claridge. Claridge disclaims beneficial ownership of all shares of
Common Stock held by Bronfman, Fetherstonhaugh and the Trust.
Bronfman beneficially owns directly 16,000 options to purchase shares of
Common Stock, which represents 0.03% of the Common Stock of the Issuer, based on
the 51,570,939 shares of Common Stock the Issuer has advised the Reporting
Persons are outstanding as of September 4, 2003 and options to purchase 16,000
shares of Common Stock owned by Bronfman. Bronfman is a contingent beneficiary
of the Charles R. Bronfman Trust, which owns a 1% membership interest in
Claridge. Bronfman directly owns a 49% membership interest in Claridge. Bronfman
disclaims beneficial ownership of (i) shares to the extent he may be deemed to
have an interest through the Charles R. Bronfman Trust and (ii) all shares of
Common Stock held by Claridge, Fetherstonhaugh and the Trust.
Fetherstonhaugh beneficially owns (i) directly 16,000 options to purchase
shares of Common Stock and (ii) indirectly 285,714 shares of Common Stock held
by the Trust, which in the aggregate represents 0.6% of the Common Stock of the
Issuer, based on the 51,570,939 shares of Common Stock the Issuer has advised
the Reporting Persons are outstanding as of September 4, 2003 and options to
purchase 16,000 shares of Common Stock owned by Fetherstonhaugh. Fetherstonhaugh
disclaims beneficial ownership of all shares of Common Stock held by Claridge
and Bronfman.
The Trust beneficially owns directly 285,714 shares of Common Stock, which
represents 0.6% of the Common Stock of the Issuer, based on the 51,570,939
shares of Common Stock the Issuer has advised the Reporting Persons are
outstanding as of September 4, 2003. The Trust disclaims beneficial ownership of
all shares of Common Stock held by Claridge, Bronfman and Fetherstonhaugh. The
Trust shares beneficial ownership of the 285,714 shares of Common Stock with the
Trustees, including Fetherstonhaugh.
Except as disclosed in this Item 5(a), as of the date hereof, neither any
of the Reporting Persons nor, to the best of their knowledge, any of the
Schedule I-A or Schedule I-B Persons beneficially owns any shares of Common
Stock.
(b) Except as set forth in Item 5(a) above, each Reporting Person possesses
the sole power to vote or dispose of the shares of Common Stock reported herein
as beneficially owned by it.
(c) On August 29, 2003, SRB Belvedere Trust purchased in a private
transaction 285,714 shares of Common Stock from the Issuer at a purchase price
of US$7.00 per share.
On August 29, 2003, the Issuer repaid in full the US$5,000,000 aggregate
principal amount of 5.5% convertible debentures that the Reporting Person had
acquired on December 4, 2002.
Except as reported in this Amendment No. 6, in the 60 days prior hereto
there have been no transactions in the Common Stock effected by the Reporting
Group, nor, to the best of the Reporting Person's knowledge, any of the Schedule
I Persons.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Information contained in Item 6 of the Initial Statements is hereby
incorporated by reference.
Item 7. Material to be Filed as Exhibits.
Information contained in Item 7 of the Initial Statements is hereby
incorporated by reference.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 8, 2003 CLARIDGE ISRAEL LLC
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher
Title: Vice President
STEPHEN R. BRONFMAN
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact
for Stephen R. Bronfman
ROBERT FETHERSTONHAUGH
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact
for Robert Fetherstonhaugh
SRB BELVEDERE TRUST
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact
for SRB Belvedere Trust
SCHEDULE I-A
TO SCHEDULE 13D
Information with Respect to
Executive Officers and Directors of Claridge
The following sets forth as to each of the executive officers and Managers
of Claridge: his or her name; his or her business address; and his or her
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer of each such
individual is Claridge, Inc., the business address of which is 1170 Peel Street,
Montreal, Canada H3B 4P2, and each such individual identified below is a citizen
of Canada. To the knowledge of Claridge, during the last five years, no such
person has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and no such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he or she 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.
CLARIDGE ISRAEL LLC
-------------------
Name and
Position with Present Principal
Claridge Present Business Address Occupation Citizenship
------------- ------------------------ ----------------- -----------
Board of
Managers:
Charles R. Bronfman 375 Park Avenue, 6th Floor, Philanthropist Canadian
New York, NY 10152
Bruce I. Judelson 157 Church St. Partner, Bergman, United States
New Haven, CT 6510 Horowitz & Reynolds
Guy P. Lander 625 Madison Ave. Resident Counsel, Davies, United States
12th Floor, New York, NY, 10022 Ward, Phillips & Vineberg
Executive Officers:
Charles R. Bronfman,
Chairman
Bruce I. Judelson,
President
1
Andrew J. Parsons, Senior Vice President &
Vice President CFO, Claridge, Inc.
Richard P. Doyle, Senior Vice President,
Vice President Claridge, Inc.
Michel Boucher, Vice President,
Vice President Claridge, Inc.
Michael D. Vineberg, Secretary,
Secretary Claridge, Inc.
Robert M. Jamieson, Controller,
Controller Claridge, Inc.
Christine Kofler, Assistant Secretary,
Assistant Secretary Claridge, Inc.
2
SCHEDULE I-B
TO SCHEDULE 13D
Information with Respect to
Trustees of the Reporting Persons
The following sets forth as to each of the Trustees of the Trust: his or
her name; his or her business address; and his or her present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted. To the
knowledge of the Trust, during the last five years, no such person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and no such person was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he or she 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.
Name and
Position with Present Principal
the Trust Present Business Address Occupation Citizenship
------------- ------------------------ ----------------- -----------
Robert Fetherstonhaugh 1170 Peel Street, Montreal, President and CEO, Canadian
Canada H3B 4P2 Claridge, Inc. Claridge, Inc.
Michael D. Vineberg 1170 Peel Street, Montreal, Partner, Davies Ward Canadian
Canada H3B 4P2 Phillips & Vineberg