SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Hockey Company
(Name of issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
784414203
(CUSIP number)
Ginette Depelteau
Caisse de depot et placement du Quebec
1981 McGill College Avenue
Montreal (Quebec), H3A 3C7
(514) 847-2311
Copy to:
Craig F. Miller, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2001
(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 ("Exchange 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).
Page 1 of 13 Pages
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CUSIP No. 784414203 13D Page 2 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Caisse de depot et placement du Quebec
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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
Montreal (Quebec) Canada
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7 SOLE VOTING POWER
NUMBER OF 539,974 shares of Common Stock
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
539,974 shares of Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
539,974 shares of Common Stock
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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)
7.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
-----------------------------
This statement is filed in respect of shares of common stock, par
value $0.01 per share (the "Common Stock"), of The Hockey Company, a
Delaware corporation (the "Company"), the principal executive offices of
which are located at c/o Maska U.S., Inc., 427 Harvest Lane, P.O. Box 200,
Williston, Vermont 05495.
ITEM 2. IDENTITY AND BACKGROUND.
--------------------------------
This statement is filed by Caisse de depot et placement du Quebec
("Caisse"). Caisse is a legal person without share capital and a mandatory
of the state of the Province of Quebec, created by a special act of the
Legislature of the Province of Quebec. The principal business of Caisse is
to receive on deposit and manage funds deposited by agencies and
instrumentalities of the Province of Quebec.
The address of Caisse's principal business and principal office is
1981, avenue McGill College, Montreal, Quebec H3A 3C7. The names of the
directors and executive officers of Caisse, their business addresses, their
present principal occupation or employment, and the name, principal
business and address of any corporation or other organization in which such
employment is conducted other than Caisse are set forth in Schedule 1
attached hereto and incorporated by reference herein. Each of the directors
and executive officers named in Schedule 1 is a Canadian citizen.
Neither Caisse nor any of the individuals listed in Schedule 1 has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was or is subject
to a judgment, decree or final order, enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or
state securities laws or finding any violations with respect to such laws
as a result of a civil proceeding of a judicial or administrative body of
competent jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-----------------------------------------------------------
The Warrants described in Items 5 and 6 were issued by the Company and
acquired by Caisse on March 14, 2001, as a portion of the inducement to
Caisse to extend credit to the Company pursuant to the Credit Agreement
described in Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
--------------------------------
The Warrants were acquired for investment purposes.
Except as referred to in Item 5 or 6, Caisse has no plan or proposal
which relates to or would result in any of the events listed in Items 4(a)
through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
----------------------------------------------
(a) At the date of this Schedule 13D, Caisse is deemed to be the
beneficial owner of 539,974 shares of Common Stock issuable upon exercise
of Warrant A (described in Item 6). Caisse's deemed beneficial ownership of
539,974 shares of Common Stock represents approximately 7.7% of the
outstanding shares of Common Stock (based on the 6,500,549 shares of Common
Stock reported by the Company as outstanding on October 24, 2000, in its
Form 10-Q for the quarter ended September 30,
Page 3 of 13 Pages
2000, dated November 14, 2000, plus the 539,974 shares of Common Stock
represented by Warrant A). Caisse also holds Warrants B and C (as described
in Item 6 below) which are not exercisable within 60 days of the date of
this Schedule 13D.
(b) Caisse has sole voting power and sole dispositive power for the
Warrants and shares of Common Stock referred to in Item 5(a).
(c) There have been no transactions by Caisse with respect to the
shares of Common Stock within the last 60 days except for the acquisition
of the Warrants reported on this Schedule 13D.
(d) No person other than Caisse has the right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale of
shares of Common Stock owned beneficially by Caisse.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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(a) Amended and Restated Credit Agreement. On November 19, 1998, in
connection with the Company's acquisition of Sports Holdings Corp., the
Company and Sport Maska Inc. ("Sport Maska") entered into a credit
agreement with Caisse to borrow a total of Canadian $135.8 million (the
"Caisse Loan"). The Caisse Loan was originally for a period of two years,
maturing on November 19, 2000. The Caisse Loan was extended several times,
most recently to March 15, 2001.
On March 14, 2001, an Amended and Restated Credit Agreement was
entered into by the Company and Sport Maska, as borrowers, Caisse, as Agent
and Lender, and Montreal Trust Company, as Paying Agent (the "Amended and
Restated Credit Agreement"). On the terms and subject to the conditions of
the Amended and Restated Credit Agreement, Facility 1 of the Caisse Loan,
which is in the maximum amount of Canadian $90 million, was extended to
June 30, 2004, and Facility 2 of the Caisse Loan, which is in the maximum
amount of Canadian $45.8 million, was extended to October 31, 2002. A
repayment of Facility 1 in the minimum amount of Canadian $5 million is due
on January 31, 2004. Facility 1 and Facility 2 have been fully utilized and
no new advances are expected to be made under the Amended and Restated
Credit Agreement. The borrowers may, at any time, make optional repayments;
however, optional repayments shall not be made in respect of Facility 1
until Facility 2 is repaid in full.
The foregoing is a brief summary of the basic repayment terms of
Facility 1 and Facility 2, as of the date of this Schedule 13D, and is not
a summary of all material terms of the Amended and Restated Credit
Agreement.
As a condition precedent to the effectiveness of the Amended and
Restated Credit Agreement, the Company entered into the Warrant Agreement,
the Stockholders
Page 4 of 13 Pages
Agreement, the Investor Rights Agreement and the Registration Rights
Agreement referred to below in this Item 6.
(b) Warrant Agreement. Pursuant to the Warrant Agreement, dated as of
March 14, 2001 (the "Warrant Agreement"), between the Company and Caisse,
the Company issued a warrant ("Warrant A") to Caisse to purchase 539,974
shares of Common Stock, representing approximately 7.5% of the outstanding
shares of Common Stock on a fully diluted basis, at an exercise price of
US$.01 per share. Pursuant to the Warrant Agreement, if by May 14, 2001 a
fully financed firm offer is received by the Company which would be
sufficient to repay Facility 2 and if Facility 2 is so repaid in full as a
result of such offer no later than June 13, 2001, warrants issued which
represent the right to 179,991 Common Shares shall be cancelled. In
addition, the Company also issued warrants to Caisse to acquire additional
shares of Common Stock ("Warrant B" for 583,755 shares and "Warrant C" for
409,653 shares), at an exercise price of US$.01 per share, which are only
exercisable by Caisse if Facility 2 is not repaid in full on or prior to
certain dates. The number of shares issuable upon exercise of the warrants
are subject to certain adjustments as provided in the Warrant Agreement.
Pursuant to the Warrant Agreement: (i) Warrant A will be exercisable
by Caisse at any time until complete repayment of all of the Caisse Loan;
(ii) Warrant B will be exercisable by Caisse on or after February 28, 2002
only if (x) the consolidated EBITDA of the Company for the fiscal year
ended December 31, 2001 is less than US $23 million (excluding
restructuring fees) and (y) Facility 2 has not been completely repaid prior
to or on February 28, 2002, and (iii) Warrant C will be exercisable by
Caisse on or after October 31, 2002 only if Facility 2 has not been
completely repaid prior to or on such date. In the event that the required
conditions for the exercise of Warrant B or Warrant C have not been
satisfied, the warrant in question shall be cancelled.
The summary of the Warrant Agreement set forth above is qualified in
its entirety by reference to the agreement. A copy of the Warrant Agreement
is filed as an exhibit hereto and incorporated by reference herein.
(c) Stockholders Agreement. Pursuant to the Agreement, dated as of
March 14, 2001 (the "Stockholders Agreement"), among Caisse, the Company,
WS Acquisition LLC ("Wellspring") and certain other stockholders of the
Company (Wellspring and such other stockholders, collectively, the
"Stockholders"), in the event that Facility 2 is not repaid in full on its
maturity on October 31, 2002, Caisse may (i) require the Company to convert
the outstanding amount owing under Facility 2 into, and issue and deliver
to Caisse, shares of Common Stock (the "Resultant Shares"); the number of
Resultant Shares shall be determined on the basis of five times the EBITDA
of the Company for the previous fiscal year; provided that the number of
shares of Common Stock issued pursuant to such conversion right shall be
limited such that, after exercising the conversion right and/or after the
exercise of the warrants held by Caisse, Caisse shall not own more than
50.1% of the outstanding shares of Common Stock (the "Equity Conversion");
and/or (ii) require that the Company proceed with the sale of all or a
portion of the assets of the Company and apply the proceeds of any such
sale to reduce the Caisse Loan in a manner consistent with the terms of an
intercreditor agreement with
Page 5 of 13 Pages
certain other creditors of the Company (the "Sale"). The Stockholders
Agreement provides that the Stockholders will fully cooperate with Caisse
in the process of the Equity Conversion and/or the Sale, including causing
their representative(s) on the Board of Directors to act or refrain from
acting and voting or giving consent with respect to their shares of Common
Stock in order to support a consolidation, merger or amalgamation of the
Company or a sale of all or substantially all or any portion of its assets
and to take all other actions requested by Caisse to facilitate the Equity
Conversion and/or the Sale.
In the event that Caisse holds 50.1% or more of the outstanding shares
of Common Stock and it receives, and is willing to accept, an offer to
purchase all of the issued and outstanding shares of Common Stock as a part
of a sale auction, the Stockholders party to the Stockholders Agreement
have agreed to sell all of their shares of Common Stock on the same price,
terms and conditions.
The summary of the Stockholders Agreement set forth above is qualified
in its entirety by reference to the agreement. A copy of the Stockholders
Agreement is filed as an exhibit hereto and incorporated by reference
herein.
(d) Investor Rights Agreement. Pursuant to the Agreement, dated as of
March 14, 2001 (the "Investor Rights Agreement"), among Caisse, Wellspring
and the Company, Caisse is entitled, upon the exercise of any of its
warrants, or the conversion of the outstanding amount owing under Facility
2 into shares of Common Stock, to have a pro rata number of designees on
the Board of Directors of the Company based on the number of shares of
Common Stock held by Caisse, with a minimum of one Director at all times.
Notwithstanding the stated above, commencing no later than March 16, 2001
and for so long as Facility 2 has not been repaid in full, Caisse shall be
entitled to have two designees appointed to the Board of Directors of the
Company, and, from and after April 16, 2001, at least three members of the
Board of Directors of the Company are required to have relevant operating
or industry experience.
Pursuant to the Investor Rights Agreement the Company grants to Caisse
preemptive rights such that, other than equity securities of the Company to
be issued (A) in any public offering, or (B) as consideration for the
acquisition of any assets or shares of another entity acquired by the
Company, or (C) to Caisse or its affiliates upon the exercise of the
warrants or conversion of its indebtedness, any new equity securities to be
issued by the Company shall first be offered by the Company to Caisse,
which shall then have the prior right to acquire its pro rata portion of
such equity securities at the offered price.
Caisse obtained tag-along rights pursuant to the Investor Rights
Agreement. If at any time Wellspring wishes to transfer or otherwise
dispose of (each, a "Transfer") any of its shares of Common Stock in one or
a series of related transactions to any entity or entities other than any
affiliate of Wellspring that becomes a party to the Investor Rights
Agreement (such entity or entities, a "Transferee"), Caisse shall be
entitled to exercise a tag-along right such that the Transferee will
purchase a pro rata portion of the shares of
Page 6 of 13 Pages
Common Stock that Caisse holds or that it may hold after exercising its
Warrants, at the same price and substantially the same other terms and
conditions.
If Wellspring Transfers any of its shares of Common Stock to a
Transferee in one or a series of related transactions within 185 days of
March 14, 2001, (i) Wellspring shall immediately notify the Company and
Caisse of the details of such transaction, and (ii) the Company shall
(unless Caisse instructs the Company expressly to the contrary) pay to
Caisse a cash fee (the "Cash Fee") equal to the product of (A) a fraction,
the numerator of which is the number of shares of Common Stock so
Transferred by Wellspring, and the denominator of which is the number of
shares of Common Stock owned by Wellspring immediately prior to such
Transfer, times, (B) the number of shares of Common Stock owned (or deemed
owned upon exercise of Warrant A) by Caisse, times, (C) the per share price
realized by Wellspring in such Transfer. Upon receipt of the Cash Fee,
Caisse shall deliver to the Company a portion (equal to the fraction in
clause (A) stated above) of Warrant A for cancellation by the Company and
Caisse shall not be entitled to receive any consideration other than the
Cash Fee in connection with such transaction.
Pursuant to the Investor Rights Agreement Wellspring agreed to
exercise its voting rights as a shareholder as well as any other voting or
consent right it may exercise, to cause its designee(s) to the Board of
Directors to act or refrain from acting, and to do and cause to be done
anything and take and cause to be taken any action, that may be useful or
necessary to ensure the satisfaction of all of the obligations of
Wellspring and/or the Company under the Investor Rights Agreement.
The summary of the Investor Rights Agreement set forth above is
qualified in its entirety by reference to the agreement. A copy of the
Investor Rights Agreement is filed as an exhibit hereto and incorporated by
reference herein.
(e) Registration Rights Agreement. Pursuant to the Registration Rights
Agreement, dated as of March 14, 2001 (the "Registration Right Agreement"),
between the Company and Caisse, Caisse has the right to require the Company
to file a registration statement under the Securities Act of 1933 covering
all or any part of the shares of Common Stock held by Caisse (a "Demand
Registration"). The Demand Registration rights may only be exercised after
the closing of an underwritten initial public offering of equity securities
of the Company and are also subject to certain limitations including the
following: (i) Caisse shall have the right to request a Demand Registration
only if Caisse and its affiliates have acquired at any time, beneficial
ownership of at least 739,964 shares of Common Stock; provided, however,
that Caisse shall no longer have the right to request a Demand Registration
if Caisse and its affiliates have beneficial ownership of less than 179,991
shares of Common Stock; and (ii) the Company shall be required to effect
not more than three registrations. Pursuant to the Registration Rights
Agreement, Caisse was also granted certain piggyback registration rights.
The summary of the Registration Rights Agreement set forth above is
qualified in its entirety by reference to the agreement. A copy of the
Registration Rights Agreement is filed as an exhibit hereto and
incorporated by reference herein.
Page 7 of 13 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
-----------------------------------------
Exhibit 1: Warrant Agreement, dated as of March 14, 2001, by and
between the Company and Caisse.*
Exhibit 2: Agreement, dated as of March 14, 2001, by and among the
Company, Caisse, Wellspring and certain of the shareholders
of the Company.*
Exhibit 3: Agreement, dated as of March 14, 2001, by and among
Wellspring, the Company and Caisse.*
Exhibit 4: Registration Rights Agreement, dated as of March 14,
2001, by and between the Company and Caisse.*
------------------
* Filed with the Securities and Exchange Commission as an exhibit to The
Hockey Company's Form 8-K on March 26, 2001, and incorporated herein
by reference.
Page 8 of 13 Pages
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.
Date: March 26, 2001
Caisse de Depot et Placement du Quebec
By: /s/ Ginette Depelteau
-------------------------------------------
Name: Ginette Depelteau
Title: Corporate Secretary - Director
Page 9 of 13 Pages
EXHIBIT INDEX
Exhibit 1: Warrant Agreement, dated as of March 14, 2001, by and
between the Company and Caisse.*
Exhibit 2: Agreement, dated as of March 14, 2001, by and among the
Company, Caisse, Wellspring and certain of the shareholders
of the Company.*
Exhibit 3: Agreement, dated as of March 14, 2001, by and among
Wellspring, the Company and Caisse.*
Exhibit 4: Registration Rights Agreement, dated as of March 14,
2001, by and between the Company and Caisse.*
------------------------
* Filed with the Securities and Exchange Commission as an exhibit to
The Hockey Company's Form 8-K on March 26, 2001, and incorporated
herein by reference.
Page 10 of 13 Pages
SCHEDULE 1
LIST OF EXECUTIVE OFFICERS AND DIRECTORS
OF CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
DIRECTORS BUSINESS ADDRESS PRINCIPAL OCCUPATION
Jean-Claude Scraire Caisse de depot et placement du Quebec Chairman
1981, avenue McGill College
Montreal (Quebec) H3A 3C7
Guy Morneau Regie des rentes du Quebec Chairman of the Board and
2600, boul. Laurier President
Bureau 546
Quebec (Quebec) GIV 4T3
Jean-Claude Bachand Fraser Milner Casgrain Lawyer
1 Place Ville-Marie
Bureau 3900
Montreal (Quebec) H3B 4M7
Luc Bessette Commission administrative des regimes President
de retraite et d'assurances
475, rue Saint-Amable
Quebec (Quebec) G1R 5X3
Rodrigue Biron Rodrigue Biron & Associes Principal
305, chemin de la Place St-Laurent
St. Augustin de Desmaures
Cap Rouge (Quebec)
G1Y 3G9
Alban D'Amours La Confederation des caisses President
populaires et d'economie
Desjardins du Quebec
100, avenue des Commandeurs
Levis (Quebec) G6V 7N5
Page 11 of 13 Pages
SCHEDULE 1
LIST OF EXECUTIVE OFFICERS AND DIRECTORS
OF CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
DIRECTORS BUSINESS ADDRESS PRINCIPAL OCCUPATION
Yves Filion Hydro-Quebec Deputy Chief Executive Officer
75, boul. Rene Levesque and Chief Financial Officer
Ouast Montreal (Quebec) H2Z 1A4
Jean-Yves Gagnon Societe de l'assurance General Manager
automobile du Quebec
333, boul. Jean-Lesage
Quebec (Quebec) G1K 8J6
Henri Masse Federation des travailleurs et President
travailleuses du Quebec
545, boul. Cremazie Est,
17e etage
Montreal (Quebec) H2M 2V1
Gilles Godbout Ministere des Finances Deputy Minister
12, rue St. Louis
Quebec (Quebec) G1R 5L3
Thomas O. Hecht Technologies IBEX Inc. Chairman Emeritus
5485, rue Pare
Montreal (Quebec) H4P 1P7
Marc Laviolette Confederation des syndicats President
nationaux
1601, rue Delorimier
Montreal (Quebec) H2K 4M5
Nicole Trudeau Commission municipale du Quebec Vice President
3, Complexe Desjardins
Suite 2603, North Tower
Montreal (Quebec) H5B 1B2
Page 12 of 13 Pages
SCHEDULE 1
LIST OF EXECUTIVE OFFICERS AND DIRECTORS
OF CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
OFFICERS BUSINESS ADDRESS PRINCIPAL OCCUPATION
Jean-Claude Scraire Caisse de depot et placement du Chairman
Quebec
1981, avenue McGill College
Montreal (Quebec) H3A 3C7
Fernand Perreault Same Senior Vice President, CDP Group
- President, CDP Real Estate
Michel Nadeau Same Assistant General Manager, CDP
and President CDP Global Asset
Management
Ginette Depelteau Same Corporate Secretary-Director
Page 13 of 13 Pages