-----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, HguGIU72DLZYgApZcRySRc3xJQWaZ5uuE2K1Nx2kWhf7n3NjcuHY+BBGNylHuyeK PmEzO9Kc3/RkultFoFT1fg== 0000950123-97-000106.txt : 19970109 0000950123-97-000106.hdr.sgml : 19970109 ACCESSION NUMBER: 0000950123-97-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970108 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PVC CONTAINER CORP CENTRAL INDEX KEY: 0000081288 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 132616435 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16497 FILM NUMBER: 97502592 BUSINESS ADDRESS: STREET 1: 401 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 9085420060 MAIL ADDRESS: STREET 1: 401 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN PHILLIP L CENTRAL INDEX KEY: 0001030329 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 401 INDUSTRISL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 9085420060 MAIL ADDRESS: STREET 1: 401 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07724 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires October 31, 1997 Estimated average burden hours per response...... 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* PVC CONTAINER CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 693-651-101 - -------------------------------------------------------------------------------- (CUSIP Number) Phillip L. Friedman, President, PVC Container Corporation, P.O. Box 597, 401 Industrial Way West, Eatontown, New Jersey 07724 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 3, 1997 - -------------------------------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 ("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). 2 SCHEDULE 13D CUSIP NO.693-651-101 PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 396,666 shares of common stock BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING None PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 396,666 shares of common stock ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 396,666 shares of common stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D Page 3 of 4 Pages Item 1. Security and Issuer This Schedule 13D relates to common stock, $.01 par value per share ("Common Stock") of PVC Container Corporation ("Issuer"). The address of the principal executive offices of the Issuer is 401 Industrial Way West Eatontown, New Jersey 07724. Item 2. Identity and Background Phillip L. Friedman is the President, Chief Executive Officer and a director of the Issuer ("Reporting Person") with the same business address of the Issuer set forth on page 1 hereof. The Reporting Person has not during the last five years: (i) been convicted in a criminal proceeding or (ii) a party to a civil proceeding involving or relating to federal or state security laws. Item 3. Source and Amount of Funds or Other Consideration Not Applicable Item 4. Purpose of Transaction The Reporting Person has sold for cash at a price of $4.00 per share in a private transaction 100,000 shares of common stock of the Issuer. Item 5. Interest in Securities of the Issuer The Reporting Person is the beneficial owner of 396,666 shares of Common Stock ("Shares") which collectively represent approximately 6% of the issued and outstanding Common Stock. (b) The Reporting Person has the sole power to vote and dispose of the Shares. (c) None (d) No persons are known to have the right to receive or the power to direct the receipt of the proceeds from the sale of the Shares. (e) Not applicable. 4 Page 4 of 4 Pages Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer Other than the Stock Purchase Agreement annexed hereto as an exhibit, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits Stock Purchase Agreement dated January 3, 1997 between the Reporting Person and Kirtland Capital Partners II L.P. 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: January 3, 1997 /s/ Phillip L. Friedman ------------------------------ Phillip L. Friedman EX-99 2 STOCK PURCHASE AGREEMENT 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of December 12, 1996 by and between Phillip L. Friedman (the "Seller"), having an address at 12 Laird Road, Middletown, New Jersey 07748, and Kirtland Capital Partners II, L.P. (the "Purchaser"), an Ohio limited partnership, having an address at 2550 SOM Center Road, Suite 150, Willoughby Hills, Ohio 44094 - Attention: Raymond A. Lancaster: W I T N E S S E T H: WHEREAS, the Seller owns an aggregate of 496,666 shares of Common Stock, $.01 par value of PVC Container Corporation's issued and outstanding Common Stock ("PVC"); and The Purchaser and the Seller have agreed on the terms upon which the Seller shall sell 100,000 shares of the Common Stock of PVC (the "Purchased Shares") and Purchaser shall purchase the Purchased Shares. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto agree as follows: 1. Purchase and Sale. Subject to the terms, provisions and conditions contained in this Agreement, the Seller agrees to sell, assign, transfer and deliver to Purchaser at the Closing and Purchaser agrees to purchase the Purchased Shares. 2. Consideration. In consideration for the Purchased Shares, the Purchaser shall pay to the Seller the aggregate principal sum of $400,000 (the "Purchase 2 Price"). Such Purchase Price shall be payable subject to paragraph 3 hereof to the Seller on January 3, 1997 by wiring the Purchase Price to the Seller's account at: Summit Bank ------------------------ Bank 977104737 ------------------------ Acct. No. Hackensack, New Jersey ------------------------ Address of Bank 021202162 ------------------------ ABA Routing No. of Bank 3. Closing. The closing of the transactions contemplated hereby ("Closing") shall occur subject to and only in the event of the closing of a transaction by and among the Purchaser, PVC and Rimer Anstalt pursuant to the terms and conditions of a Stock Purchase Agreement dated December 3, 1996 among the Purchaser, PVC and Rimer Anstalt. 4. Documents Delivered At Closing. At the Closing, the Seller will deliver, or cause to be delivered to Purchaser a certificate or certificates representing the Purchased Shares, with all necessary stock transfer tax stamps attached, duly endorsed or accompanied by stock powers duly executed in blank and the Purchaser will wire to the Seller's account the Purchase Price as provided for in paragraph 2 hereof. The Purchaser may, at is option, allocate a portion of the Purchased Shares to an affiliate thereof. 5. Authority Relative to This Agreement. Each party hereto represents to the other that they have full power and authority to execute and deliver this Agreement and each agreement and instrument executed and/or delivered in connection herewith and to consummate the transactions contemplated hereby. -2- 3 6. Title to Purchased Shares. The Seller covenants and represents to Purchaser that, he now has, and at the Closing will have good title to the Purchased Shares free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature (collectively, "Liens"). The Seller additionally covenants that he shall take such further actions as may be necessary (or refrain from the taking of action) to ensure that at Closing there will be vested in Purchaser good title to the Purchased Shares free and clear of all Liens. 7. Governing Law. This Agreement shall be governed by the laws of the State of Ohio (regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law). 8. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and this Agreement supersedes all prior agreements and the understandings between the parties with respect to such subject matter. 9. Waiver. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. Failure of any party to take action by reason of any such breach or exercise any such right shall not deprive such party of the right to take action at any time while such breach or condition giving rise to such right to continues. 10. Assignment. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto. -3- 4 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 12. Specific Performance. The parties hereto agree and declare that remedies for monetary damages will be inadequate as a remedy for the breach of any provision of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of the Agreement. 13. Notices. All notices shall be in writing and shall be deemed to have been given three days after the registration if sent by registered mail, postage prepaid, return receipt requested, or upon delivery by courier or upon transmission by telecopy to the following addresses: If to Purchaser: Kirtland Capital Partners II, L.P. 2550 SOM Center Road Suite 105 Willoughby Hills, Ohio 44094 Attention: Raymond A. Lancaster Telecopy No. (216) 585-9699 with a copy to: Jones, Day, Reavis & Pogue 901 Lakeside Avenue Cleveland, Ohio 44114 Attention: Charles W. Hardin, Jr. Telecopy No. (216) 579-0212 -4- 5 If to Seller: Phillip L. Friedman 12 Laird Road Middletown,New Jersey 07748 with a copy to: Baer Marks & Upham LLP 805 Third Avenue New York, NY 10022-7513 Attention: Herbert S. Meeker Telecopy No. (212) 802-5941 IN WITNESS WHEREOF, each of the parties hereto have signed this Stock Purchase Agreement on the date first above written. /s/ Phillip L. Friedman ________________________________________ Phillip L. Friedman, Seller Kirtland Capital Partners II, L.P. by: Kirtland Capital Corporation Its General Partner BY: /s/ Michael DeGrandis _____________________________________ Name: Michael DeGrandis Title: Treasurer -5- -----END PRIVACY-ENHANCED MESSAGE-----