-----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, P8FVMW/KuLxPXa4A9FFtH8paPajRtlhu4Rtwk23UWXWYuTSs6R1TI3wrbLTQ7CbI ntdjoZymeeA+cJgN8O8yQg== 0001140361-06-003326.txt : 20060302 0001140361-06-003326.hdr.sgml : 20060302 20060302170348 ACCESSION NUMBER: 0001140361-06-003326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 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: 005-32486 FILM NUMBER: 06660680 BUSINESS ADDRESS: STREET 1: 2 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: LIONHEART GROUP INC CENTRAL INDEX KEY: 0001069881 IRS NUMBER: 133790376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 230 PARK AVE STREET 2: STE 516 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2125995077 MAIL ADDRESS: STREET 1: 230 PARK AVE STREET 2: STE 516 CITY: NEW YORK STATE: NY ZIP: 10169 SC 13D/A 1 formsc13d-a.txt PVC CONTAINER SC13D/A 02-27-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8) PVC CONTAINER CORP. ---------------------------------------------------------------- (Name of issuer) Common Stock, par value $.01 per share ---------------------------------------------------------------- (Title of class of securities) 693651101 ----------------------------- (CUSIP number) Matthew J. Day, Esq. 118 E. 25th Street New York, New York 10010 (212) 673-0484 ----------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) February 27, 2006 ------------------------------------------------------ (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: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 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, as amended, (the "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. 693651101 13D Page 2 of 6 - ------------------------------- ----------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lionheart Group, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 954,000 BENEFICIALLY OWNED BY EACH REPORTING ------------------------------------------------------------------ PERSON WITH 8. SHARED VOTING POWER 0 ------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 954,000 ------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 954,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IA ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------- ----------------------------------- CUSIP NO. 693651101 13D Page 3 of 6 - ------------------------------- ----------------------------------- STATEMENT ON SCHEDULE 13D The following constitutes Amendment No. 8 to the Schedule 13D filed by Lionheart Group, Inc. ("Lionheart"). The Schedule 13D, as amended, filed by Lionheart is collectively referred to as "Schedule 13D." Except as specifically amended by this Amendment No. 8, the Schedule 13D remains in full force and effect. Item 2. Identity and Background. Item 2 is amended to read as follows: 2 (a-c, f). I. REPORTING PERSON: This statement on Schedule 13D is being filed by Lionheart, a Delaware corporation (the "Reporting Person"). The principal business address and the principal office address of the Reporting Person is 118 E. 25th Street, Eighth Floor, New York, NY 10010. Lionheart is an investment adviser to several private investment funds which are the ultimate beneficial owners of the shares to which this statement relates. No such client of Lionheart owns 5% or more of the outstanding Common Stock. II. EXECUTIVE OFFICERS AND DIRECTORS: Information concerning the executive officers and directors of the Reporting Person is included in Schedule A hereto and is incorporated by reference herein. (d) Criminal Proceedings During the last five years, neither the Reporting Person nor the individuals listed on Schedule A have been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Securities Law Proceedings During the last five years, neither the Reporting Person nor any of the individuals listed on Schedule A has been 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. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended in its entirety as follows: The aggregate purchase price of the 954,000 shares of Common Stock beneficially held by Lionheart is $3,195,476. All of the shares of Common Stock beneficially held by Lionheart were purchased with the working capital of the investment funds for whose accounts such shares were purchased. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) are amended in their respective entireties as follows: Item 5(a). The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 7,042,393 shares of Common Stock outstanding as of February 14, 2006 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 filed with the Securities and Exchange Commission on February 15, 2006. As of the close of business on March 1, 2006, Lionheart beneficially owns 954,000 shares of Common Stock, constituting approximately 13.55% of the shares of Common Stock outstanding. - ------------------------------- ----------------------------------- CUSIP NO. 693651101 13D Page 4 of 6 - ------------------------------- ----------------------------------- Item 5(b). Lionheart has sole voting and dispositive power with respect to 954,000 shares of Common Stock. Item 5(c). During the past 60 days there have been no transactions in the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended to add the following: The Joint Filing Agreement dated as of February 10, 2000 between Lionheart and Charles Duncan Soukup was terminated on February 27, 2006. [The remainder of this page was intentionally left blank.] - ------------------------------ ----------------------------------- CUSIP NO. 693651101 13D Page 5 of 6 - ------------------------------ ----------------------------------- After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: March 1, 2006 LIONHEART GROUP, INC. By: /s/ Timothy Lovell -------------------- Name: Timothy Lovell Title: President - ------------------------------ ----------------------------------- CUSIP NO. 693651101 13D Page 6 of 6 - ------------------------------ ----------------------------------- SCHEDULE A Information Concerning Directors and Executive Officers of the Reporting Person The following table sets forth certain information concerning each of the Directors and executive officers of Lionheart Group, Inc. ("Lionheart") as of the date hereof. Name: John Radziwill (Chairman, Vice President, Secretary and Treasurer) Citizenship: British Business Address: Chalet Lynx, Bissen, Gstaad 3780, Switzerland Principal Occupation: Director, Goldcrown Group Limited Director, International Assets Holding Corporation Director, Baltimore plc Name: Timothy Lovell (President and Chief Executive Officer) Citizenship: British Business Address: 6 Sloane Square, London, England SW1W 8EE Principal Occupation: Chief Executive Officer, Baltimore plc -----END PRIVACY-ENHANCED MESSAGE-----