Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SunOpta Inc. (f/k/a Stake Technology Limited)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
85 25 59 103
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Guy P. Lander
Claridge Israel LLC
c/o Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5511
- --------------------------------------------------------------------------------
(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
December 30, 2003
- --------------------------------------------------------------------------------
(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/A
- ---------------------------
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) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- ----------- --------------------------------------------------------------------
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
-0-
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
-0-
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D/A
- ---------------------------
CUSIP No. 85 25 59 103
- ---------------------------
- ----------- --------------------------------------------------------------------
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
5,397,088
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 5,397,088
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,397,088
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------- --------------------------------------------------------------------
SCHEDULE 13D/A
- ---------------------------
CUSIP No. 85 25 59 103
- ---------------------------
- ----------- --------------------------------------------------------------------
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
IN
- ----------- --------------------------------------------------------------------
SCHEDULE 13D/A
- ---------------------------
CUSIP No. 85 25 59 103
- ---------------------------
- ----------- --------------------------------------------------------------------
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
285,714
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 285,714
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------- --------------------------------------------------------------------
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)
0.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D/A
- ---------------------------
CUSIP No. 85 25 59 103
- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles R. Bronfman 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
New York
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
-0-
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 109,818
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
109,818
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
109,818
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ----------- --------------------------------------------------------------------
Introductory Note
This Amendment No. 7 (this "Statement") amends the Schedule 13D originally
filed by Claridge Israel LLC, a Delaware limited liability company ("Claridge"),
on September 27,
2001, as amended by Amendment No. 1 thereto filed on October 2,
2001, as further amended by Amendment No. 2 thereto filed on October 23, 2001,
as further amended by Amendment No. 3 thereto filed on December 27, 2001, as
further amended by Amendment No. 4 thereto filed on December 6, 2002, as further
amended by Amendment No. 5 thereto filed on March 28, 2003, and as further
amended and restated by Amendment No. 6 thereto filed on September 8, 2003 (the
initial Schedule 13D together with all amendments thereto are herein referred to
as the "Original 13D"). Claridge, Stephen R. Bronfman ("Bronfman"), Robert
Fetherstonhaugh ("Fetherstonhaugh"), the SRB Belvedere Trust (the "Belvedere
Trust") and the Charles R. Bronfman Trust ("CR.BT", together with Bronfman,
Fetherstonhaugh and the Belvedere Trust, the "Reporting Persons") are jointly
filing this Statement. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Original 13D.
This Statement, among other things, (i) adds CR.BT as a "Reporting Person"
and (ii) removes Claridge as a "Reporting Person" because Claridge has ceased to
be the beneficial owner of the common stock, without par value (the "Common
Stock"), of SunOpta Inc., a Canadian corporation (f/k/a Stake Technology
Limited) (the "Issuer").
Item 1. Security and Issuer.
Item 1 of the Original 13D is amended and restated in its entirety to read
as follows:
This Statement relates to the Common Stock of the Issuer. The principal
executive offices of the Issuer are located at 2838 Highway 7, Norval, Ontario,
Canada L0P 1K0.
Item 2. Identity and Background.
Items 2(a) through (f) of the Original 13D are hereby amended and restated
in their entirety to read as follows:
(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 trustee (each a "Belvedere
Trustee") of the Belvedere Trust. Schedule I-B to this Statement contains the
name, residence or business address, present principal occupation and
citizenship of each trustee (each a "CR.BT Trustee") of CR.BT.
(b) Each of Bronfman, Fetherstonhaugh and the Belvedere Trust has its
principal office at c/o Claridge Inc., 1170 Peel Street, Montreal, Canada H3P
4P2. CR.BT has its principal office at c/o Davies Ward Phillips & Vineberg LLP,
625 Madison Avenue, 12th Floor, New York, New York 10022.
(c) The principal business of each of Bronfman, the Belvedere Trust and
CR.BT consists of the acquisition, ownership, disposition and reinvestment of
investment assets and related business activities. The principal business of
Fetherstonhaugh 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 nor, to the
best knowledge of the Reporting Persons, the persons listed on Schedule I-A as a
Belvedere Trustee or the persons listed on Schedule I-B as a CR.BT Trustee of
CR.BT, has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, the persons listed on Schedule I-A as a
Belvedere Trustee or the persons listed on Schedule I-B as a CR.BT Trustee, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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) The Belvedere Trust is organized under the laws of Canada. CR.BT is
organized under the laws of New York. Bronfman and Fetherstonhaugh are citizens
of Canada.
Item 4. Purpose of Transaction.
Item 4 of the Original 13D is hereby amended by adding the following
paragraph at the end of the discussion of the Original 13D and prior to the last
two paragraphs of Item 4 of the Original 13D:
Bronfman directly owns a 49% membership interest in Claridge. CR.BT owns a
1% membership interest in Claridge. On December 30, 2003, Claridge distributed
pro rata to its members the shares of Common Stock and the warrants to purchase
shares of Common Stock owned by it (the "Distribution"). In connection with the
Distribution, (i) Bronfman received 4,156,088 shares of Common Stock and
warrants to acquire 1,225,000 shares of Common Stock and (ii) CR.BT received
84,818 shares of Common Stock and warrants to acquire 25,000 shares of Common
Stock.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), (c) and (e) of the Original 13D are hereby amended and
restated in their entirety to read as follows:
(a) The Reporting Persons may be deemed members of a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
and Rule 13d-5(b)(1) thereunder. Bronfman and Fetherstonhaugh are designated by
Claridge to serve on the Board of Directors of the Issuer. Additionally,
Fetherstonhaugh is a Belvedere Trustee.
Bronfman beneficially owns directly 5,397,088 shares of Common Stock
(including 1,231,000 shares of Common Stock that may be acquired through
presently exercisable options and warrants), which represents approximately
10.0% of the Common Stock of the Issuer based on the 52,578,460 shares of Common
Stock the Issuer had outstanding as of November 6, 2003, as reported on the
Issuer's Form 10-Q for the quarterly period ended September 30, 2003 (the "Form
10-Q"), and the 1,231,000 shares of Common Stock that may be acquired by
Bronfman through presently exercisable options and warrants. Bronfman is a
contingent beneficiary of CR.BT and the sole beneficiary of the Belvedere Trust.
Bronfman disclaims beneficial ownership of (i) the shares of Common Stock held
by CR.BT to the extent he may be deemed to have an interest in them through
CR.BT and (ii) all shares of Common Stock held by Fetherstonhaugh and the
Belvedere Trust.
Fetherstonhaugh beneficially owns (i) directly 16,000 shares of Common
Stock (including 6,000 shares of Common Stock that may be acquired through
presently exercisable options) and (ii) indirectly 285,714 shares of Common
Stock held by the Belvedere Trust, which in the aggregate represents
approximately 0.6% of the Common Stock of the Issuer based on the 52,578,460
shares of Common Stock the Issuer had outstanding as of November 6, 2003, as
reported on the Form 10-Q, and the 6,000 shares of Common Stock that may be
acquired through presently exercisable options. Fetherstonhaugh disclaims
beneficial ownership of all shares of Common Stock held by Bronfman and CR.BT.
The Belvedere Trust beneficially owns directly 285,714 shares of Common
Stock, which represents approximately 0.5% of the Common Stock of the Issuer,
based on the 52,578,460 shares of Common Stock the Issuer had outstanding as of
November 6, 2003, as reported on the Form 10-Q. The Belvedere Trust disclaims
beneficial ownership of all shares of Common Stock held by Bronfman,
Fetherstonhaugh and CR.BT. The Belvedere Trust shares beneficial ownership of
all of the shares of Common Stock owned by it with Fetherstonhaugh, a Belvedere
Trustee.
CR.BT beneficially owns 109,818 shares of Common Stock (including 25,000
shares of Common Stock that may be acquired through presently exercisable
warrants), which represents approximately 0.2% of the Common Stock of the
Issuer, based on the 52,578,460 shares of Common Stock the Issuer had
outstanding as of November 6, 2003, as reported on the Form 10-Q, and the 25,000
shares of Common Stock that may be acquired through presently exercisable
warrants. CR.BT disclaims beneficial ownership of
all shares of Common Stock held by Bronfman, Fetherstonhaugh and the Belvedere
Trust. CR.BT shares beneficial ownership of all of the shares of Common Stock
owned by it with the CR.BT Trustees.
Except as disclosed in this Item 5(a), as of the date hereof, none of the
Reporting Persons nor, to the best knowledge of the Reporting Persons, the
persons set forth on Schedule I-A or Schedule I-B, 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 and to dispose of the shares of Common Stock reported
herein as beneficially owned by such Reporting Person.
(c) Except for the acquisition of 10,000 shares of Common Stock by each of
Bronfman and Fetherstonhaugh through the exercise of options on December 15,
2003, in the 60 days prior hereto there have been no transactions in the Common
Stock effected by the Reporting Persons, nor, to the best knowledge of the
Reporting Persons, any of the persons set forth on Schedule I-A or Schedule I-B
hereto.
(e) On December 30, 2003, Claridge ceased to be the beneficial owner of
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Information contained in Item 6 of the Original 13D is hereby incorporated
by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Joint Filing Agreement, dated January 6, 2004, by and among
Claridge Israel LLC, Stephen R. Bronfman, Robert
Fetherstonhaugh, SRB Belvedere Trust and Charles R. Bronfman
Trust.
Exhibit B. Power of Attorney from Stephen R. Bronfman.
Exhibit C. Power of Attorney from Robert Fetherstonhaugh.
Exhibit D. Power of Attorney from Robert Fetherstonhaugh, a Trustee of the
SRB Belvedere Trust.
Exhibit E. Power of Attorney from Michael Vineberg, a Trustee of the SRB
Belvedere Trust.
Exhibit F. Power of Attorney from Guy P. Lander, a Trustee of the Charles
R. Bronfman Trust.
Exhibit G. Power of Attorney from Steven H. Levin, a Trustee of the Charles
R. Bronfman Trust.
Exhibit H. Power of Attorney from Jay Rubinstein, a Trustee of the Charles
R. Bronfman Trust.
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: January 6, 2004 CLARIDGE ISRAEL LLC
By: /s/ Andrew J. Parsons
------------------------------
Name: Andrew J. Parsons
Title: Vice President
Dated: January 6, 2004 STEPHEN R. BRONFMAN
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact
for Stephen R. Bronfman
Dated: January 6, 2004 ROBERT FETHERSTONHAUGH
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact
for Robert Fetherstonhaugh
Dated: January 6, 2004 SRB BELVEDERE TRUST
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact for each
of Robert Fetherstonhaugh, a
Trustee, and Michael D.
Vineberg, a Trustee
Dated: January 6, 2004 CHARLES R. BRONFMAN TRUST
By: /s/ Michel Boucher
------------------------------
Name: Michel Boucher,
as Attorney-in-Fact for each
of Guy P. Lander, a Trustee,
Steven H. Levin, a Trustee,
and Jay Rubinstein, a Trustee
SCHEDULE I-A
TO SCHEDULE 13D
Information with Respect to
Trustees of the Belvedere Trust
The following sets forth as to each of the Belvedere Trustees of the
Belvedere 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 Belvedere 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
the Belvedere Present Principal
Trust Present Business Address Occupation Citizenship
- -------------- ------------------------ ----------------- -----------
Robert Fetherstonhaugh c/o Claridge, Inc. President and CEO, Canada
1170 Peel Street, Montreal, Claridge, Inc.
Canada H3B 4P2
Michael D. Vineberg c/o Davies Ward Phillips & Partner, Davies Ward Canada
Vineberg LLP Phillips & Vineberg LLP
1501 McGill College Avenue, 26th
Floor Montreal, Quebec, H3A 3N9
SCHEDULE I-B
TO SCHEDULE 13D
Information with Respect to
Trustees of CR.BT
The following sets forth as to each of the CR.BT Trustees of CR.BT: 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 CR.BT, 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
CR.BT Present Business Address Occupation Citizenship
- -------------- ------------------------ ----------------- -----------
Guy P. Land
er c/o Davies Ward Phillips & Partner, Davies Ward United States
Vineberg LLP Phillips & Vineberg LLP
625 Madison Avenue,
12th Floor
New York, NY 10022
Steven H. Levin c/o Davies Ward Phillips & Partner, Davies Ward United States
Vineberg LLP Phillips & Vineberg LLP
625 Madison Avenue,
12th Floor
New York, NY 10022
Jay Rubinstein c/o Withers Bergman LLP Principal, Withers United States
157 Church Street Bergman LLP
P.O. Box 426 New Haven, CT 06502