-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMO0G/cs/wvWRRI6Pvcsy2JbcEZxlk0xL8Vt3xX2ku0J1mtTXHRCaExQfI2KXwuQ TceTLE2vTdHgJJ08zLLXHA== 0001047469-03-010067.txt : 20030325 0001047469-03-010067.hdr.sgml : 20030325 20030325160521 ACCESSION NUMBER: 0001047469-03-010067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030325 GROUP MEMBERS: MCM MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHECKPOINT SYSTEMS INC CENTRAL INDEX KEY: 0000215419 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 221895850 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11692 FILM NUMBER: 03615842 BUSINESS ADDRESS: STREET 1: 101 WOLF DR STREET 2: P O 188 CITY: THOROFARE STATE: NJ ZIP: 08086 BUSINESS PHONE: 856-384-2460 MAIL ADDRESS: STREET 1: 101 WOLF DRIVE CITY: THOROFARE, STATE: NJ ZIP: 08086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMI INVESTMENTS LP CENTRAL INDEX KEY: 0001089447 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 141810589 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MMI INVESTMENTS LLC, GENERAL PARTNER STREET 2: 26 WING RD CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 9146778383 MAIL ADDRESS: STREET 1: C/O MMI INVESTMENTS LLC, GENERAL PARTNER STREET 2: WING ROAD RR 1, BOX 167D CITY: MILLBROOK STATE: NY ZIP: 12545 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS II-A LP DATE OF NAME CHANGE: 19990623 SC 13D/A 1 a2106581zsc13da.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (AMENDMENT NO. 1)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 CHECKPOINT SYSTEMS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 162825103 (CUSIP Number) JEROME J. LANDE MMI INVESTMENTS L.P. 152 WEST 57TH STREET NEW YORK, NEW YORK 10019 (212) 586-4333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 24, 2003 (Date of Event That Requires Filing of This Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) 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 that 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 ("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). CUSIP No. 162825103 13D PAGE 2 OF 6 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 (ENTITIES ONLY) MMI Investments L.P. I.R.S. Identification No.: 141810589 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (SEE Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE Instructions) 4 OO - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e) - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 1,941,400 SHARES --------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY --------------------------------------------------------------- SOLE DISPOSITIVE POWER EACH 9 1,941,400 REPORTING --------------------------------------------------------------- SHARED DISPOSITIVE POWER PERSON 10 WITH - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,941,400 - -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.0% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE Instructions) 14 PN - -------------------------------------------------------------------------------- *SEE ITEM 5 OF TEXT BELOW. CUSIP No. 162825103 13D PAGE 3 OF 6 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1 (ENTITIES ONLY) MCM Management, LLC I.R.S. Identification No.: 14-1814578 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (SEE Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (SEE Instructions) 4 AF - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e) - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 SHARES ---------------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,941,400 OWNED BY ---------------------------------------------------------------- SOLE DISPOSITIVE POWER EACH 9 REPORTING ---------------------------------------------------------------- SHARED DISPOSITIVE POWER PERSON 10 1,941,400 WITH - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,941,400 - -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.0% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE Instructions) 14 OO - -------------------------------------------------------------------------------- This Amendment No. 1 (this "FIRST AMENDMENT") amends a statement on Schedule 13D, originally filed September 24, 2002 (the "ORIGINAL STATEMENT"), relating to the common stock, par value $0.10 per share (the "COMMON STOCK") of Checkpoint Systems, Inc., a Pennsylvania corporation (the "ISSUER" or the "COMPANY") whose principal executive office is located at 101 Wolf Drive, Thorofare, New Jersey 08086. This First Amendment amends and supplements the Original Statement and should be read in conjunction therewith. There have been no changes in the information reported in the Original Statement except as indicated below. Capitalized terms used but otherwise not defined herein have the meanings ascribed to them in the Original Statement. 1. Item 3 of the Original Statement is hereby amended and restated to read in its entirety as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The total purchase price of the 1,941,400 shares of Common Stock (including the shares reported in the Original Statement) (the "SHARES") purchased by MMI Investments was $21,555,766, all of which has been financed by incurring margin loans. These margin loans were obtained from Bear, Stearns & Co. Inc. under customary terms and conditions. The entire principal amount of such margin loans remains outstanding as of the date of this First Amendment. 2. Item 5 of the Original Statement is hereby amended and restated to read in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) Based on approximately 32,513,316 shares of Common Stock outstanding as of October 22, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002, the Shares owned by MMI Investments represent approximately 6.0% of the outstanding Common Stock. MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement. However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have shared power over the voting and disposition of such Shares. Except for the Shares owned by MMI Investments, as of the date hereof, neither MCM nor, to MMI Investments' and MCM's knowledge, any of the persons listed on Schedule I owns any Common Stock of the Issuer or has any right to acquire, directly or indirectly, any beneficial ownership of other Common Stock of the Issuer. (c) Except for the open market purchases of Common Stock by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Common Stock during the past 60 days by MMI Investments, MCM, or, to either Reporting Person's knowledge, any of the persons listed on Schedule I. (d) No person other than MMI Investments is known to either Reporting Person to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, any of the Shares referred to in Item 5(a) above. 4 of 6 (e) Not applicable. 5 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them. Date: March 24, 2003 MMI INVESTMENTS L.P. By: MCM Management, LLC General Partner By: /s/ Jerome J. Lande ------------------------------- Jerome J. Lande Vice President MCM MANAGEMENT, LLC By: /s/ Jerome J. Lande ------------------------------- Jerome J. Lande Vice President 6 of 6 SCHEDULE I MCM MANAGEMENT, LLC ("MCM") VOTING MEMBERS AND EXECUTIVE OFFICERS NAME AND BUSINESS ADDRESS POSITION AND PRINCIPAL OCCUPATION - ------------------------- --------------------------------- John S. Dyson Voting Member and Chairman of MCM; 152 West 57th Street Voting Member and Chairman of Millcap New York, New York 10019 Advisors, LLC ("MILLCAP"), 152 West 57th Street, New York, New York 10019 Clay B. Lifflander Voting Member and President of MCM; 152 West 57th Street Voting Member and President of Millcap New York, New York 10019 Alan L. Rivera Voting Member, Executive Vice President, 152 West 57th Street and Secretary of MCM; New York, New York 10019 Voting Member, Executive Vice President, Chief Financial Officer, and General Counsel of Millcap SCHEDULE II OPEN MARKET PURCHASES BY MMI INVESTMENTS DURING PAST 60 DAYS DATE NUMBER OF SHARES PRICE/SHARE -------- ---------------- ----------- 02/28/03 30,000 $9.40 03/05/03 15,000 $9.36 03/06/03 10,000 $9.30 03/07/03 4,600 $9.22 03/10/03 10,000 $8.95 03/11/03 48,100 $8.93 03/12/03 20,000 $8.94 03/12/03 27,300 $8.94 03/13/03 25,000 $9.08 03/24/03 25,000 $9.53 EXHIBIT INDEX NUMBER DESCRIPTION 1. Joint Filing Agreement dated as of March 24, 2003, by and between MMI Investments and MCM. EX-99.1 3 a2106581zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the Common Stock, par value $0.10 per share, of Checkpoint Systems, Inc. beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto. March 24, 2003 MMI INVESTMENTS L.P. By: MCM Management, LLC General Partner By: /s/ Jerome J. Lande ------------------------------- Jerome J. Lande Vice President MCM MANAGEMENT, LLC By: /s/ Jerome J. Lande ------------------------------- Jerome J. Lande Vice President -----END PRIVACY-ENHANCED MESSAGE-----