-----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, mPuMUJZnsr+as10QnHbVDT2o2T8nvh1gDo3/Dl4g7WysZm07w3GXPlhbgACr7/nx 3NLOc08hnCTtHSI7YXJgpQ== 0000914760-95-000001.txt : 19950509 0000914760-95-000001.hdr.sgml : 19950508 ACCESSION NUMBER: 0000914760-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950112 SROS: NASD SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37075 FILM NUMBER: 95501196 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINPAC MOULDINGS LTD CENTRAL INDEX KEY: 0000931018 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 227 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60606 MAIL ADDRESS: STREET 2: DEYKJIN AVENUE CITY: WITTON BIRMINGHAM BC STATE: X0 ZIP: 00000 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* ROPAK CORPORATION (Name of Issuer) COMMON STOCK, $.01 par value (Title of Class of Securities) 776670 10 1 (CUSIP Number) David Williams Deykin Avenue Witton, Birmingham B6 7HY, United Kingdom (011-44-21-238-2400) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1994 (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). SCHEDULE 13D CUSIP No. 776670 10 1 _________________________________________________________________ 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LINPAC MOULDINGS LIMITED _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* WC _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom _________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES 2,628,802 BENEFICIALLY _______________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING _______________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 2,621,484 _______________________________________________________ 10 SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,628,802 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.6% _________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _________________________________________________________________ *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. Item 1. Security and Issuer. This Schedule 13D Amendment No. 7 is filed with respect to the Common Stock, $.01 par value (the "Common Stock"), of Ropak Corporation, a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 660 South State College Boulevard, Fullerton, California 92631. Item 2. Identity and Background This Amendment is filed on behalf of LINPAC Mouldings Limited, a United Kingdom corporation ("LINPAC"). The address of LINPAC's principal business and principal office is Deykin Avenue, Witton, Birmingham B6 7HY, United Kingdom. LINPAC's principal business is injection moulding for plastic products. The following persons are the directors and executive officers of LINPAC: Business Principal Name Position Address Occupation M.J. Cornish Chairman LINPAC Group Limited Chairman & and Director Evan Cornish House Managing Windsor Road Director Louth LN11 OLX of LINPAC United Kingdom Group D.A. Williams Managing LINPAC Mouldings Managing Director Limited Director Deykin Avenue, of LINPAC Witton, Birmingham B6 7HY United Kingdom J.L. Doughty Finance LINPAC Mouldings Financial Director Limited Director Deykin Avenue, of LINPAC Witton, Birmingham B6 7HY United Kingdom R. Heaton Director LINPAC Mouldings Director Limited of LINPAC Deykin Avenue, Witton, Birmingham B6 7HY United Kingdom B. Taylor Director LINPAC Mouldings Director Limited of LINPAC Deykin Avenue, Witton, Birmingham B6 7HY United Kingdom J.P. Thorp Director LINPAC Mouldings Director Limited of LINPAC Deykin Avenue, Witton, Birmingham B6 7HY United Kingdom LINPAC is a wholly-owned subsidiary of LINPAC Group Limited, a United Kingdom corporation ("Group"). The address of Group's principal business and principal office is Evan Cornish House, Windsor Road, Louth, Lincolnshire, LN11 OLX, United Kingdom. Group's principal business is to serve as a holding company. The following persons are the directors and executive officers of Group: Business Principal Name Position Address Occupation M.J. Cornish Chairman LINPAC Group Limited Chairman and Managing Evan Cornish House and Director Windsor Road Managing (Executive) Louth LN11 OLX Director United Kingdom of LINPAC Group H.M. Paisner Director Paisner & Co. Solicitor (Non- Bouverie House Executive) 154 Fleet Street London EC4A 2DQ United Kingdom LINPAC GROUP Limited S.F. Robin Director 5 Kensington Retired (Non- High Street Executive) London W8 5NP United Kingdom A.T. Smith Secretary and LINPAC Group Limited Secretary Financial Evan Cornish House and Director Windsor Road Financial (Executive) Louth LN11 OLX Director United Kingdom of Group R.A. Lang Director LINPAC INC President (Executive) 6400 Powers Ferry Rd NW of LINPAC Suite 345 INC Atlanta Georgia 30339-2097 USA M.C. Anderson Director LINPAC Plastics Managing (Executive) International Limited Director Al Business Park of LINPAC Knottingley WF11OBS Plastics United Kingdom Interna- tional Limited D.A. Williams Director LINPAC Mouldings Limited Managing (Executive) Deykin Avenue, Director Witton, of LINPAC Birmingham B6 7HY Mouldings United Kingdom Limited R.B. Redding Director LINPAC Containers Managing (Executive) International Limited Director Evan Cornish House of LINPAC Windsor Road Containers Louth LN11 OLX Interna- United Kingdom tional Limited All of the foregoing individuals are citizens of the United Kingdom. During the past five years, neither LINPAC, Group nor any of their directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was or is any such person 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 LINPAC acquired the shares of Common Stock described in Item 5(c) below with internally generated funds. Item 4. Purpose of Transaction In September, 1994, LINPAC proposed a merger of a subsidiary of LINPAC into the Company whereby shareholders of the Company, other than LINPAC, would receive $10.50 per share in cash for their Common Stock (the "Merger Proposal"). See Form 13D Amendment No. 2 and Form 13D Amendment No. 3 for additional information on the Merger Proposal. The terms of the Merger Proposal were rejected by a Special Committee of the Board of Directors of the Company. On December 22, 1994, LINPAC withdrew its Merger Proposal and is currently evaluating all of its alternatives with respect to its investment in the Company, including purchasing additional shares through any means available or selling its shares. Item 5. Interest in Securities of the Issuer (a) The aggregate number of shares of Common Stock beneficially owned by LINPAC within the meaning of Section 13(d) of the Securities Exchange Act of 1934 is 2,628,484 or 51.6% of the total amount outstanding. This number of shares reflects (i) an additional 1,365 shares which LINPAC has an option to purchase from the Roper Family for $14.75 per share pursuant to the Agreement (the "Option Agreement") dated September 25, 1994 between LINPAC and certain members of the Roper family, and (ii) a reduction by one share in the number of shares that LINPAC has the right to vote but not purchase pursuant to the Option Agreement, as reported in Schedule 13D Amendment No. 2 filed with the Securities and Exchange Commission on September 29, 1994. These changes in stock ownership are a result of a review by Roper family of their Common Stock ownership. (b) LINPAC has the sole power to vote and to direct the disposition of all the shares of Common Stock beneficially owned by it. (c) Since Schedule 13D Amendment No. 6 was filed with the Securities and Exchange Commission on December 29, 1994, LINPAC has purchased a total of 74,406 shares of Common Stock. On December 29, 1994, LINPAC purchased a total of 71,156 shares of Common Stock at a purchase price of $10.50 per share from employees of Ropak Corporation. LINPAC has purchased the following on the Nasdaq National Market: 500 shares of Common Stock on January 3, 1995 for a purchase price of $10.00 per share; 1,750 shares of Common Stock on January 4, 1995 each for a purchase price of $10.00; and 1,000 shares of Common Stock on January 6, 1995 for a purchase price of $10.00 per share. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On December 29, 1994, LINPAC entered into Stock Purchase Agreements with certain employees of the Company in which LINPAC purchased a total of 71,156 shares of Common Stock for $10.50 per share (see Exhibit K). Item 7. Material to Be Filed as Exhibits Exhibits A, B and C are incorporated herein by reference to the Schedule 13D amended hereby that was filed on behalf of LINPAC on May 26, 1992. Exhibits D and E are incorporated herein by reference to the Schedule 13D Amendment No. 1 amended hereby that was filed on behalf of LINPAC on June 12, 1992. Exhibit F is incorporated herein by reference to the Schedule 13D Amendment No. 2 amended hereby that was filed on behalf of LINPAC on September 29, 1994. Exhibit G is incorporated herein by reference to the Schedule 13D Amendment No. 3 amended hereby that was filed on behalf of LINPAC on October 18, 1994. Exhibit H is incorporated herein by reference to the Schedule 13D Amendment No. 4 amended hereby that was filed on behalf of LINPAC on November 10, 1994. Exhibit I and Exhibit J are incorporated herein by reference to the Schedule 13D Amendment No. 5 amended hereby that was filed on behalf of LINPAC on December 2, 1994. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 11, 1995 LINPAC MOULDINGS LIMITED By: /s/ David Williams Managing Director ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EXHIBIT INDEX Exhibit Page No. Exhibit A - Letter from Massachusetts Mutual Life * Insurance Company and MassMutual Corporate Investors to LINPAC Mouldings Limited c/o Stanley H. Meadows, dated May 15, 1992. Exhibit B - Letter from Stanley H. Meadows to * Massachusetts Mutual Life Insurance Company and MassMutual Corporate Investors dated May 15, 1992. Exhibit C - LINPAC Mouldings Limited Power of * Attorney to Stanley H. Meadows, P.C. Exhibit D - Stock Purchase Agreement between ** Massachusetts Mutual Life Insurance Company and LINPAC Mouldings Limited, dated June 12, 1992. Exhibit E - Stock Purchase Agreement between ** MassMutual Corporate Investors and LINPAC Mouldings Limited, dated June 12, 1992. Exhibit F - Option Agreement among LINPAC Mouldings *** Limited, LINPAC Mouldings, Inc. and certain stockholders of the Company. Exhibit G - Share Purchase Agreement between LINPAC **** Mouldings Limited and National Bank of Canada dated October 14, 1994. Exhibit H - LINPAC Mouldings Limited Power of Attorney ***** to Stanley H. Meadows, P.C. and Scott M. Williams. Exhibit I - Letter dated November 25, 1994 to McDermott, ****** Will & Emery from Fidelity Management & Research Co. ("Fidelity"). Exhibit J - Letter dated December 2, 1994 from David ****** Williams to Ropak Corporation. Exhibit K - Stock Purchase Agreements dated December 29, 1994 11 between LINPAC and various employees of the Company * Incorporated by reference to the Schedule 13D amended hereby that was filed on behalf of LINPAC Mouldings Limited on May 26, 1992. ** Incorporated by reference to the Schedule 13D Amendment No. 1 amended hereby that was filed on behalf of LINPAC Mouldings Limited on June 12, 1992. *** Incorporated by reference to the Schedule 13D Amendment No. 2 amended hereby that was filed on behalf of LINPAC Mouldings Limited on September 29, 1994. **** Incorporated by reference to the Schedule 13D Amendment No. 3 amended hereby that was filed on behalf of LINPAC Mouldings Limited on October 18, 1994. ***** Incorporated by reference to the Schedule 13D Amendment No. 4 amended hereby that was filed on behalf of LINPAC Mouldings Limited on November 10, 1994. ****** Incorporated by reference to the Schedule 13D Amendment No. 5 amended hereby that was filed on behalf of LINPAC Mouldings Limited on December 2, 1994. EX-99 2 EXHIBIT K STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 29th day of December, 1994, by and between LINPAC MOULDINGS LIMITED ("LINPAC"), with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY, England and the undersigned employee and shareholder of ROPAK Corporation (the "Shareholder"). WHEREAS, ROPAK CORPORATION is a Delaware corporation (the "Company") with its principal office located at 660 S. State College Blvd., Fullerton, California 92631-5138; WHEREAS, the Shareholder owns beneficially and of record the number of shares of common stock of the Company set forth on the signature page hereto, subject only to payment of the exercise price to the Company for certain options exercised to acquire shares (the "Options"); WHEREAS, the Shareholder desires to sell and LINPAC desires to purchase the Common Stock; NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants, agreements and promises herein contained, the parties agree as follows: SECTION 1. PURCHASE AND SALE 1.1. General. The Shareholder hereby agrees to exercise any options necessary to obtain the Common Stock and sell the Common Stock to LINPAC and LINPAC hereby agrees to purchase the Common Stock from the Shareholder. 1.2. Purchase Price. The Purchase Price for Common Stock shall be $10.50 per share of Common Stock. SECTION 2. CLOSING 2.1. Closing. The transfer of stock (the "Closing") shall occur at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois on the date hereof, or by delivery through an agreed upon courier service. 2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver the following: (a) checks payable to the Shareholder and the Company (as payment of the exercise price for the Options) in the amount of the aggregate Purchase Price for the Common Stock as set forth on the signature page hereto; and (b) such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby. 2.3. Deliveries by Shareholder. At the Closing, Shareholder shall deliver or cause to the Company to deliver the following: (a) certificates, with fully executed stock powers and signature guarantees, evidencing the Common Stock and all other documentation necessary or appropriate to effect the transfer of ownership thereof to LINPAC; and (b) such other endorsements, instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby. SECTION 3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER Shareholder represents and warrants to LINPAC as of the date hereof and as of the Closing, as follows: 3.1. Authority. Shareholder has all requisite power and authority, without the consent of any other person, to execute and deliver this Agreement and the documents to be delivered at the Closing and to carry out the transactions contemplated hereby and thereby. 3.2 Validity. This Agreement has been duly executed and delivered and constitutes the lawful, valid and binding obligation of Shareholder, enforceable in accordance with its terms. No approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other government authority, is required or the execution and delivery by Shareholder of this Agreement or the performance by Shareholder of its obligations hereunder. 3.4. Common Stock. Shareholder is the sole record and beneficial owner of the Common Stock and has good, marketable and indefeasible title thereto and the absolute right to sell, assign, transfer and deliver the same, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other limitation, encumbrance or restriction of any kind (subject only to payment of the exercise price for the Options as provided for herein). The amount set forth on the signature page hereto as payable to the Company is the total amount payable for exercise of the Options. SECTION 4. REPRESENTATIONS AND WARRANTIES OF LINPAC LINPAC hereby represents and warrants to Shareholder as of the date hereof and as of the Closing, as follows: 4.1. Authority. LINPAC has all requisite power and authority, without the consent of any other person, to execute and deliver this Agreement and the documents to be delivered at the Closing, and to carry out the transactions contemplated hereby and thereby. LINPAC is a private company limited by shares organized and validly existing under the laws of the United Kingdom. 4.2. Validity. This Agreement has been, and the documents to be delivered at Closing by LINPAC will be, duly executed and delivered and constitute lawful, valid and legally binding obligations of LINPAC. No approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other government authority, is required or the execution and delivery by LINPAC of this Agreement or the performance by LINPAC of its obligations hereunder. SECTION 5. SURVIVAL AND INDEMNIFICATION The representations and warranties in this Agreement will survive the Closing. Each party shall indemnify and hold harmless the other from any and all loss, liability, cost, expense, claim or obligation arising from any breach of any representation and warranty or failure to fulfill any covenant hereunder. SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Terry Drainer David A. Williams Signature: /s/ Terry Drainer Its: Managing Director Shares: 600 Amount payable to Shareholder: $3,000.00 Amount Payable to the Company: $3,300.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED SIX HUNDRED (600) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Terry Drainer Signature: /s/ Terry Drainer SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Fred Gerber David A. Williams Signature: /s/ Fred Gerber Its: Managing Director Shares: 4,906 Amount payable to Shareholder: $29,588.00 Amount Payable to the Company: $21,925.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED FOUR THOUSAND NINE HUNDRED SIX (4,906) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Fred Gerber Signature: /s/ Fred Gerber SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Jeff Bojeski David A. Williams Signature: /s/ Jeff Bojeski Its: Managing Director Shares: 2,200 Amount payable to Shareholder: $12,600.00 Amount Payable to the Company: $12,500.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED TWO THOUSAND TWO HUNDRED (2,200) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Jeff Bojeski Signature: /s/ Jeff Bojeski SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Norris McLean David A. Williams Signature: /s/ Norris McLean Its: Managing Director Shares: 15,000 Amount payable to Shareholder: $75,682.50 Amount Payable to the Company: $81,817.50 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED FIFTEEN THOUSAND (15,000) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Norris McLean Signature: /s/ Norris McLean SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Larry Ivan David A. Williams Signature: /s/ Larry Ivan Its: Managing Director Shares: 1,800 Amount payable to Shareholder: $8,550.00 Amount Payable to the Company: $10,350.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED EIGHTEEN HUNDRED (1,800) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Larry Ivan Signature: /s/ Larry Ivan SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Lora L. Miller David A. Williams Signature: /s/ Lora L. Miller Its: Managing Director Shares: 1,800 Amount payable to Shareholder: $8,550.00 Amount Payable to the Company: $10,350.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED EIGHTEEN HUNDRED (1,800) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Lora L. Miller Signature: /s/ Lora L. Miller SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: James R. Connell David A. Williams Signature: /s/ James R. Connell Its: Managing Director Shares: 16,000 Amount payable to Shareholder: $80,728.00 Amount Payable to the Company: $87,272.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED SIXTEEN THOUSAND (16,000) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: James R. Connell Signature: /s/ James R. Connell SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Ralph R. Kraft David A. Williams Signature: /s/ Ralph R. Kraft Its: Managing Director Shares: 10,000 Amount payable to Shareholder: $50,460.00 Amount Payable to the Company: $54,540.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED TEN THOUSAND (10,000) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Ralph R. Kraft Signature: /s/ Ralph R. Kraft SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Ronald Wm. Cameron David A. Williams Signature: /s/ Ronald Wm. Cameron Its: Managing Director Shares: 10,000 Amount payable to Shareholder: $50,460.00 Amount Payable to the Company: $54,540.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED TEN THOUSAND (10,000) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Ronald Wm. Cameron Signature: /s/ Ronald Wm. Cameron SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Anthony J. Pagano David A. Williams Signature: /s/ Anthony J. Pagano Its: Managing Director Shares: 600 Amount payable to Shareholder: $2,850.00 Amount Payable to the Company: $3,450.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED SIX HUNDRED (600) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Anthony J. Pagano Signature: /s/ Anthony J. Pagano SECTION 6. GENERAL PROVISIONS 6.1. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, commercial overnight courier (such as Express Mail, Federal Express, etc.) with written verification of receipt or by telecopy. 6.2. Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. 6.3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together constitute one and the same instrument. 6.4. Entire Transaction. This Agreement and the documents referred to herein contain the entire understanding among the parties with respect to the actions contemplated hereby and supersedes all other agreements, understandings and undertakings among the parties on the subject matter hereof. IN WITNESS WHEREOF, each of the parties hereto has executed or caused this Agreement to be executed all as of the date first written above. LINPAC MOULDINGS LIMITED SHAREHOLDER By: /s/ David A. Williams Name: Gary Montgomery David A. Williams Signature: /s/ Gary Montgomery Its: Managing Director Shares: 8,250 Amount payable to Shareholder: $41,625.00 Amount Payable to the Company: $45,000.00 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto LINPAC MOULDINGS LIMITED EIGHT THOUSAND TWO HUNDRED FIFTY (8,250) Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in his or her name on the books of said Corporation and do hereby irrevocably constitute and appoint _________________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: December 28, 1994 Name: Gary Montgomery Signature: /s/ Gary Montgomery -----END PRIVACY-ENHANCED MESSAGE-----