Securities Law & Instruments


Headnote

Mutual Reliance Review System - Issuer exempt from filing comparative financialstatements for the first quarter of fiscal 2000, and for the annual period endingDecember 31, 1999.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as amended, s.80(a)(i)


IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,QUEBEC, PRINCE EDWARD ISLAND, NOVA SCOTIA, AND NEWFOUNDLAND

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
TDZ HOLDINGS INC

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec,Prince Edward Island, Nova Scotia and Newfoundland (the "Jurisdictions") has receivedan application from TDZ Holdings Inc. (the "Issuer") being the corporation resulting fromthe amalgamation Tridel Enterprises Inc. ("TEI") and TDZ Holdings Inc. ("Old TDZ"), fora decision pursuant to the securities legislation of the Jurisdictions (the "Legislation")exempting the Issuer from the requirement to include in its interim financial statements forthe first quarter of fiscal year 2000, and its annual financial statements for the fiscal period1999, comparative financial statements from the corresponding prior fiscal periods.

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the PrincipalRegulator for this application;

AND WHEREAS the Issuer has represented to each Decision Maker that:

1. the Issuer, a corporation formed under the Business Corporations Act (Ontario)upon the amalgamation of TEI and Old TDZ pursuant to articles of arrangementdated April 28, 1999, as amended, is a reporting issuer under the Act and is not indefault of any requirement of the Legislation;

2. on April 28, 1999 (the "Effective Date"), the business and capitalization of TEI weresubstantially reorganized pursuant to a plan of arrangement (the "Plan") effectedunder the Business Corporations Act (Ontario);

3. pursuant to the Plan, which was approved by the holders of TEI's common sharesand subordinated debentures ("TEI Debentures") and by the Ontario Court (GeneralDivision), the following transactions (among others) were completed:

(a) TEI and Old TDZ (a newly-incorporated entity with no material assets)amalgamated to form the Issuer;

(b) each $1,000 principal amount of the TEI Debentures were exchanged for1,972 common shares of the Issuer ("Common Shares") and, in the case ofTEI Debentures held by minority securityholders, contingent rights having aface value of $279.69; and

(c) certain of the Issuer's lenders waived certain existing defaults which entitledthe lenders to demand immediate payment of certain loan obligations.

4. in connection with the Plan and pursuant to the related restructuring agreementsmade between TEI, its principal creditors and others, TEI's percentage equityinterest in its principal subsidiary, Nualt Enterprises Inc. ("Nualt"), was reduced from100% to 33%;

5. subsequent to the implementation of the Plan the Issuer no longer controls theactivities of its principal subsidiary Nualt;

6. the financial statements of TEI could be misleading if presented as comparativestatements of the Issuer;

7. the Issuer accounted for the implementation of the Plan as at the Effective Date ona "fresh start" basis in accordance with the guidelines set forth by the CanadianInstitute of Chartered Accountants (the "CICA"), which contemplates that figures fora prior period may be excluded from a company's financial statements where thatcompany has undergone a financial reorganization resulting in a substantialrealignment of its non-equity and equity interests;

8. the Issuer will provide information relating to the Issuer's financial reorganizationpursuant to the Plan both in its interim financial statements for the first quarter offiscal year 2000 and annual financial statements for the period ended December31, 1999 and in management's discussion and analysis of financial condition for thefiscal period ended December 31, 1999.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each Decision Maker is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdiction to make the Decision hasbeen met;

IT IS HEREBY DECIDED by each Decision Maker pursuant to the Legislation thatthe Issuer is exempt from applicable Legislation requiring the Issuer to include comparativefinancial statements and related financial statement notes in its interim financial statementsfor (i) the first quarter of fiscal year 2000, and (ii) its audited annual financial statementsfor the fiscal period ended December 31, 1999 provided that:

1. the Issuer discloses, in its financial statements for the first quarter of fiscal year2000, all requisite information under the heading "Basis of presentation" includinga description of the Plan and the effect of the implementation of the Plan; and

 

2. the Issuer discloses, in its audited annual financial statements for the eight monthsended December 31, 1999, all relevant information under the heading "Basis ofpresentation" including a description of the Plan and the effect of theimplementation of the Plan and includes in management's discussion and analysisof financial condition for this fiscal period comprehensive disclosure of the effect ofthe implementation of the Plan.

February 21st, 2000.

"Howard I. Wetston"     "R. Stephen Paddon"