-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sfhR+0qnzRFYJYktoTKgnPN47PQ7tvLfqYmMtarI11r8mk+gdtFKnmBI9SxEZ22w y9Jks5URWj4aKV3hRVfS6Q== 0000892569-95-000130.txt : 19950414 0000892569-95-000130.hdr.sgml : 19950414 ACCESSION NUMBER: 0000892569-95-000130 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950410 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROPAK CORP /CA/ CENTRAL INDEX KEY: 0000043514 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 953206821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10476 FILM NUMBER: 95527851 BUSINESS ADDRESS: STREET 1: 660 S STATE COLLEGE BLVD CITY: FULLERTON STATE: CA ZIP: 92631 BUSINESS PHONE: 7148709757 MAIL ADDRESS: STREET 1: 660 SOUTH STATE COLLEGE BLVD CITY: FULLERTON STATE: CA ZIP: 92631-5138 FORMER COMPANY: FORMER CONFORMED NAME: ROPAK WEST INC/NEW DATE OF NAME CHANGE: 19850813 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WESTERN GENERAL INC DATE OF NAME CHANGE: 19820509 DEFR14A 1 ROPAK CORP. - SUPLEMENT DATED 4/10/95 TO PROXY 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ROPAK CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: --------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: --------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: --------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: Set forth the amount on which filing fee is calculated and state how it was determined. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: --------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------------- (3) Filing Party: --------------------------------------------------------------------- (4) Date Filed: --------------------------------------------------------------------- 2 ROPAK CORPORATION SUPPLEMENT DATED APRIL 10, 1995 TO PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS MAY 16, 1995 ------------------------ The table at page 2 of the Proxy Statement dated March 27, 1995 of Ropak Corporation (the "Company" or "Ropak") inadvertently did not list Mentor Partners L.P. as a beneficial owner of more than 5% of the Company's outstanding Common Stock. Accordingly, the table and footnotes thereto at page 2 of Ropak's Proxy Statement are amended to read as follows: The following table sets forth information (except as otherwise indicated by footnote) as to shares of Ropak Common Stock owned by (i) each person known by management to beneficially own more than 5% of the Company's outstanding Common Stock, (ii) each of the Company's directors and nominees for election as directors, and (iii) all executive officers, directors and nominees for election as directors as a group:
SHARES BENEFICIALLY OWNED(1) ------------------ NAME OR GROUP AMOUNT % ---------------------------------------------------------- --------- ---- DIRECTORS: John L. Doughty(2)(3)................................... -0- -- Robert Alexander Lang(2)(4)............................. -0- -- Douglas H. MacDonald(5)................................. 7,260 0.2% Nigel V. Roe(2)(4)...................................... -0- -- William H. Roper(6)..................................... -0- -- Robert E. Roper(6)...................................... -0- -- C. Richard Roper(6)..................................... -0- -- John Thorp(2)(3)........................................ -0- -- David A. Williams(2)(3)................................. -0- -- All executive officers and directors as a group [12 in number](7)............................ 182,078 4.1% OTHER 5% STOCKHOLDERS: LINPAC Mouldings Limited(2)............................. 2,841,303 57.2% Deykin Avenue Witton, Birmingham B6 7HY England Mentor Partners L.P. (8)................................ 237,100 5.4% 499 Park Avenue New York, New York 10022
- --------------- (1) The persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown to be beneficially owned by them, subject to the information contained in the footnotes to this table. The above table does not include shares of the Company's Common Stock held by the Company's 401(k) Incentive Savings Plan in which certain executive officers have an interest. (2) The Company has been advised that LINPAC Mouldings Limited ("LINPAC") directly owns 2,263,526 shares of Ropak's Common Stock plus $5,200,000 in redeemable preferred shares of Ropak's Canadian subsidiary that are exchangeable, in whole or in part at the option of the holder, into Ropak Common Stock at $9.00 U.S. per share (i.e., convertible into a total of 577,777 shares of Common Stock). Beneficial ownership listed in the above table for directors of the Company does not include shares beneficially owned by LINPAC; Messrs. Doughty, Lang, Roe, Thorp and Williams are all associated with LINPAC or its affiliates. As directors of LINPAC, Messrs. Doughty, Thorp and Williams may be deemed to control voting and disposition power of Ropak shares owned by LINPAC. Messrs. Doughty, Lang, Roe, Thorp and Williams each disclaim beneficial ownership of shares owned by LINPAC. See "Recent Events -- Change in Control". 3 Footnotes Continued from Prior Page (3) The business address for Messrs. Doughty, Thorp and Williams is Deykin Avenue, Witton, Birmingham B6 7HY, England. (4) The business address for Messrs. Lang and Roe is 6400 Powers Ferry Road NW, Suite 345, Atlanta, Georgia 30339. (5) Includes 7,260 shares owned by Admac Holdings Ltd., a corporation owned by Mr. MacDonald and his spouse. Mr. MacDonald's business address is 2240 Bellevue Avenue, West Vancouver, British Columbia. (6) Each of Messrs. William, Robert and Richard Roper recently sold all of their Common Stock holdings to LINPAC. See "Recent Events -- Change in Control". The business address for each of Messrs. William, Robert and Richard Roper is 660 S. State College Boulevard, Fullerton, California 92631. (7) Does not include shares owned by LINPAC as described in Note 2 above. Includes shares described in Note 5 plus 55,891 shares beneficially owned by other executive officers, 22,257 shares beneficially owned by the spouses of two executive officers, and 96,670 shares issuable upon exercise of stock options granted to executive officers that were fully exercisable or exercisable within a period of 60 days from the date of this Proxy Statement. (8) Information based upon Schedule 13D dated March 6, 1995 filed on behalf of Mentor Partners L.P. with the Securities and Exchange Commission. The information states Mentor Partners L.P. is a Delaware limited partnership with WTG & Co. as its general partner; the general partner of WTG & Co. is reported to be D. Tisch & Co., a Delaware corporation, which is wholly-owned by Daniel R. Tisch. Fullerton, California April 10, 1995 -----END PRIVACY-ENHANCED MESSAGE-----