-----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, LxnuPPAcimL8kYSDRdsoGNnQfrpLGK/AaMJhX1T2qR8jt9gYuY+VNvxYy3RHKMEY Tf4GOVRdA7XtfPfUK/eUsQ== 0000914760-94-000076.txt : 19941230 0000914760-94-000076.hdr.sgml : 19941230 ACCESSION NUMBER: 0000914760-94-000076 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941229 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: 94566727 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/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* 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 22, 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 state- ment 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 2,554,397 BENEFICIALLY _______________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING _______________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 2,547,078 _______________________________________________________ 10 SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,554,397 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.7% _________________________________________________________________ 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. 6 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 Not Applicable. 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 2,554,397 or 50.7% of the total amount outstanding. (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. 5 was filed with the Securities and Exchange Commission on December 2, 1994, LINPAC has purchased 16,500 shares of Common Stock on the Nasdaq National Market for a purchase price of $9.75 per share. The purchase occurred on December 23, 1994. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. 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: December 29, 1994 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. * 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. -----END PRIVACY-ENHANCED MESSAGE-----