-----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, ocJSJMIFt3Tl6id7UVNBCvOXfwrLe/jlQJOhmflzNJT/SF7JqSICetd+2Aimk+OO llWe94ZaPoJ+8yxVAD5jUw== 0000914760-95-000032.txt : 19950614 0000914760-95-000032.hdr.sgml : 19950614 ACCESSION NUMBER: 0000914760-95-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950309 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: 95519412 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. 9)* 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) February 27, 1995 (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 2,841,303 BENEFICIALLY _______________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING _______________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 2,841,303 _______________________________________________________ 10 SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,841,303 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.2% _________________________________________________________________ 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. 9 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 ("LINPAC Group"). The address of LINPAC Group's principal business and principal office is Evan Cornish House, Windsor Road, Louth, Lincolnshire, LN11 OLX, United Kingdom. LINPAC Group's principal business is to serve as a holding company. The following persons are the directors and executive officers of LINPAC 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) Ltd. 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, 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, subject to its agreement with the Roper family in the Side Letter Agreement described in item 5(c). 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 2,841,303 or 57.2% of the total amount outstanding. This number of shares reflects an additional share of Common Stock to which LINPAC obtained beneficial ownership pursuant to the Option Agreement dated September 25, 1994 among LINPAC, certain Roper family members and the Company ("Option Agreement"). This share of Common Stock was not previously reported because it was inadvertently omitted from the Ropers' records of their Common Stock holdings at the time of the execution of the Option Agreement is a result of a review by the Roper family members of their Common Stock ownership. The shares of Common Stock reported in this Amendment No. 9 to LINPAC's Schedule 13D have previously been reported as beneficially owned by LINPAC due to LINPAC's options in such Common Stock pursuant to the Option Agreement, which is more fully described in Amendments No. 2 and 3 to LINPAC's Schedule 13D previously filed with the Securities and Exchange Commission. (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. 8 was filed with the Securities and Exchange Commission on January 20, 1995, LINPAC has purchased a total of 992,838 shares of Common Stock. On February 27, 1995, LINPAC acquired 985,520 shares of Common Stock from certain members of the Roper family, the controlling stockholder group of the Company (the "Roper Family"), for a purchase price of $10.50 per share pursuant to that certain Purchase Agreement dated February 27, 1995 among LINPAC and various members of the Roper Family (the "Purchase Agreement"), attached hereto as Exhibit 99.N. Pursuant to the Purchase Agreement, LINPAC paid certain Roper Family members approximately $5.00 per share (the difference between the option price and $10.50) for terminating options to purchase 132,000 shares of Common Stock. In addition, as a condition to the Purchase Agreement, LINPAC agreed with the Roper Family in a Side Letter Agreement (the "Side Letter Agreement"), attached hereto as Exhibit 99.M, that if LINPAC does not commence a tender offer (subject to reasonable or customary conditions) or institute other actions to offer all outstanding stockholders the right on or before April 30, 1995, to sell their shares to LINPAC for $10.50 per share then LINPAC would take such action as is necessary to provide the stockholders of the Company with an opportunity at the earliest practicable date; provided, however, LINPAC's obligations will not apply if the Company is subject to material and adverse litigation or unanticipated events affecting the valuation of the Company. In connection with the purchase of all of the Common Stock held by the Roper Family members, LINPAC agreed to guarantee all obligations of the Company under the employment agreements entered into by the Company and William Roper, Robert Roper and C. Richard Roper, respectively, on February 27, 1995 (collectively, the "Employment Agreements"). The shares of Common Stock, which are reported in this Amendment No. 9 to LINPAC's Schedule 13D, have previously been reported as beneficially owned by LINPAC due to LINPAC's options to purchase Common Stock pursuant to that certain Option Agreement dated September 25, 1994 between the Company, LINPAC and certain Roper Family members, which is more fully described in Amendments No. 2 and 3 to LINPAC's Schedule 13D previously filed with the Securities and Exchange Commission. This Option Agreement was terminated pursuant to the Side Letter Agreement. On February 10, 1995, LINPAC purchased 7,318 shares of Common Stock held by certain Roper Family members for $10.50 per share pursuant to Stock Purchase Agreements, attached hereto as Exhibits 99.O and 99.P. LINPAC has previously reported these shares as beneficially owned by LINPAC in Amendments No. 2 through 8 of LINPAC's Schedule 13D previously filed with the Securities and Exchange Commission. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On February 27, 1995, LINPAC entered into the Purchase Agreement in which it agreed to purchase the Common Stock held by the Roper Family members for $10.50 per share. In connection with such purchase, LINPAC agreed pursuant to the Side Letter Agreement that, on or prior to April 30, 1995, subject to certain conditions, LINPAC would either commence a tender offer, propose a merger or institute other actions to provided other stockholders of the Company the opportunity to sell their Common Stock for $10.50 per share (for more information on these obligations, see Item 5(c) above and Exhibit 99.M attached hereto). 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. Exhibit 99.K is incorporated herein by reference to the Schedule 13D Amendment No. 6 amended hereby that was filed on behalf of LINPAC on January 11, 1995. Exhibit L is incorporated herein by reference to the Schedule 13D Amendment No. 8 amended hereby that was filed on behalf of LINPAC on January 20, 1995. Attached hereto as Exhibit 99.M is a copy of the Side Letter Agreement dated February 27, 1995 among LINPAC and various members of the Roper Family. Attached hereto as Exhibit 99.N is a copy of Stock Purchase Agreement dated February 27, 1995 among LINPAC Mouldings Limited and certain members of the Roper family. Attached hereto as Exhibit 99.O is a copy of the Stock Purchase Agreement dated February 10, 1995 among LINPAC Mouldings Limited and C. Richard Roper, as Custodian for Cathy Diane Roper under the Uniform Transfer for Minor Act. Attached hereto as Exhibit 99.P is a copy of the Stock Purchase Agreement dated February 10, 1995 among LINPAC Mouldings Limited and C. Richard Roper, as Custodian for Robert Richard Roper under the Uniform Transfer for Minor Act. 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: March 7, 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 (1) 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 (1) Massachusetts Mutual Life Insurance Company and MassMutual Corporate Investors dated May 15, 1992. Exhibit C - LINPAC Mouldings Limited Power of (1) Attorney to Stanley H. Meadows, P.C. Exhibit D - Stock Purchase Agreement between (2) Massachusetts Mutual Life Insurance Company and LINPAC Mouldings Limited, dated June 12, 1992. Exhibit E - Stock Purchase Agreement between (2) MassMutual Corporate Investors and LINPAC Mouldings Limited, dated June 12, 1992. Exhibit F - Option Agreement among LINPAC Mouldings (3) Limited, LINPAC Mouldings, Inc. and certain stockholders of the Company. Exhibit G - Share Purchase Agreement between LINPAC (4) Mouldings Limited and National Bank of Canada dated October 14, 1994. Exhibit H - LINPAC Mouldings Limited Power of Attorney (5) to Stanley H. Meadows, P.C. and Scott M. Williams. Exhibit I - Letter dated November 25, 1994 to McDermott, (6) Will & Emery from Fidelity Management & Research Co. ("Fidelity"). Exhibit J - Letter dated December 2, 1994 from David (6) Williams to Ropak Corporation. Exhibit 99.K - Stock Purchase Agreements dated December 29, 1994 (7) between LINPAC and various employees of the Company Exhibit 99.L - Stock Purchase Agreement dated January 12, 1995(8) among LINPAC Mouldings Limited, Chesapeake Partners Limited Partnership, Chesapeake Partners International Fund Ltd. and Chesapeake Partners Institutional Fund Limited Partnership Exhibit 99.M - Side Letter Agreement dated February 27, 1995 among LINPAC Mouldings Limited and certain members of the Roper Family. Exhibit 99.N- Stock Purchase Agreement dated February 27, 1995 among LINPAC Mouldings Limited and certain members of the Roper family holdings Common Stock. Exhibit 99.O- Stock Purchase Agreement dated February 10, 1995 among LINPAC Mouldings Limited and C. Richard Roper, as Custodian for Cathy Diane Roper under the Uniform Transfer for Minor Act. Exhibit 99.P- Stock Purchase Agreement dated February 10, 1995 among LINPAC Mouldings Limited and C. Richard Roper, as Custodian for Robert Richard Roper under the Uniform Transfer for Minor Act. (1) Incorporated by reference to the Schedule 13D amended hereby that was filed on behalf of LINPAC Mouldings Limited on May 26, 1992. (2) 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. (3) 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. (4) 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. (5) 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. (6) 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. (7) Incorporated by reference to the Schedule 13D Amendment No. 7 amended hereby that was filed on behalf of LINPAC Mouldings Limited on January 11, 1995. (8) Incorporated by reference to the Schedule 13D Amendment No. 8 amended hereby that was filed on behalf of LINPAC Mouldings Limited on January 20, 1995. 03\03\95\32875\010\EDGAR\1013DHJS.008 EX-99.M 2 SIDE LETTER AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 20th day of February, 1994, by and between: LINPAC MOULDINGS LTD. (the "Parent"), with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY, England; WILLIAM H. ROPER and his spouse RUTH ROPER, residents of 12 Rue Biarittz, Newport Beach, California 92660; ROBERT E. ROPER and his spouse NANCY ROPER, residents of 3802 Holden Circle, Los Alamitos, California 90720; C. RICHARD ROPER and his spouse MARGO ROPER, residents of 1383 N. Mustang, Orange, California 92667; C. RICHARD ROPER in his capacity as custodian for certain minor children under the Uniform Transfers to Minors Act (the "Custodian"); WILLIAM H. ROPER as sole current trustee for the ROPER FAMILY TRUST DATED 4/12/94 FBO WILLIAM H. ROPER UTA 9/6/77, AS AMENDED (the "William Trust"); ROBERT E. ROPER as sole current trustee for the ROPER FAMILY TRUST DATED 4/12/94 FBO ROBERT E. ROPER AND/OR CHILDREN UTA 9/6/77, AS AMENDED (the "Robert Trust"); and C. RICHARD ROPER as sole current trustee for the ROPER FAMILY TRUST DATED 4/12/94 FBO RICHARD ROPER AND/OR CHILDREN UTA 9/6/77, AS AMENDED (the "Richard Trust"). For convenience of reference, William H. Roper and Ruth Roper, Robert E. Roper and Nancy Roper, C. Richard Roper and Margo Roper, the Custodian, the William Trust, the Robert Trust and the Richard Trust are sometimes herein collectively called the "Shareholders". PREAMBLE 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 parties hereto entered into that certain Agreement dated September 25, 1994 (the "Option Agreement") with respect to the purchase and sale of shares in the Company and certain other matters; 03\08\95\32875\010\10SIDHJS.001 WHEREAS, due to subsequent events, the parties desire to terminate their obligations under the Option Agreement; NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants, agreements and promises herein contained, the parties agree as follows: 1. Effective upon the consummation of the following events, the obligations of the parties under the Option Agreement shall terminate and be of no further force and effect: (a) The purchase by the Parent of all shares and stock options in the Company owned by the Shareholders for a cash price of $10.50 per share of common stock and, to the extent any such stock options are not exercised, the difference between $10.50 per share less the exercise price of the stock options; (b) the execution and delivery of this Agreement; and (c) the execution and delivery of those certain Employment Agreements dated as of January 1, 1995 between the Company, on the one hand, and each of William H. Roper, Robert E. Roper and C. Richard Roper, on the other hand, with a guaranty of the obligations of the Company to be executed and delivered by the Parent. The parties hereto agree to cause all of the above matters to be concluded by no later than February 27, 1995. 2. Within 60 days hereafter, the Parent shall cause the Company to purchase from a partnership owned by the Shareholders certain real property known by the street address of 660 South State College Boulevard, Fullerton, California, currently leased by the Company. The purchase price to be paid for such real property shall be payable in cash and shall be equal to the then current fair market value of such real property as mutually agreed upon by Parent and the said partnership, or should they fail to agree, as determined by an independent appraisal. The parties shall open an escrow for the purchase and sale of such real property not more than 60 days hereafter providing for a closing of such real property purchase and sale within 30 days thereafter. 3. Parent acknowledges that the Company shall continue to be obligated to make payments to members of the Roper family under the terms of 1985 agreements relating to the sale of patent rights and related know-how, all as presently constituted, for the remaining term thereof through the year ended December 31, 1995. 03\08\95\32875\010\10SIDHJS.001 -2- 4. Parent undertakes and agrees with the Shareholders that if the Parent has not, on or before April 30, 1995, commenced a tender offer (subject to reasonable or customary conditions) or instituted other actions to offer all other stockholders of the Company an opportunity to sell their shares of the Company's common stock for a cash price of not less than $10.50 per share or, in the alternative, of voting on a proposed merger transaction that would provide for payment of a cash price of not less than $10.50 per share if approved by the requisite vote of Company stockholders, then the Parent shall thereafter take such action as is necessary for the Company's other stockholders to be afforded either of such opportunities at the earliest practicable date consistent with applicable securities laws and regulations; provided, however, that Parent shall not be obligated under this Section 4 so long as (i) any litigation or other legal or administrative proceeding is then pending that prevents Parent from engaging in such action or materially adversely affects Parent's ability to proceed with such action, or (ii) there shall occur hereafter any event or events, presently unanticipated by the parties, that shall in the reasonable judgment of the parties materially and adversely affect the valuation of the Company. 5. The parties hereto agree to maintain this Agreement and the substance of paragraph 4 above as confidential information at all times prior to April 30, 1995 and shall not disclose the same to any third party prior to such date. [SIGNATURE PAGE FOLLOWS] 03\08\95\32875\010\10SIDHJS.001 -3- 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, INC. By:/s/ David Williams /s/ William H. Roper William H. Roper /s/ Ruth Roper Ruth Roper /s/ C. Richard Roper C. Richard Roper /s/ Margo Roper Margo Roper /s/ Robert E. Roper Robert E. Roper /s/ Nancy Roper Nancy Roper /s/ C. Richard Roper C. Richard Roper, as custodian under the Uniform Transfers to Minors Act 03\08\95\32875\010\10SIDHJS.001 -4- ROPER FAMILY TRUST F/B/O WILLIAM H. ROPER DATED 4/12/94 By: /s/ William H. Roper William H. Roper, trustee ROPER FAMILY TRUST F/B/O ROBERT E. ROPER AND/OR CHILDREN UTA 9/6/77 By: /s/ Robert E. Roper Robert E. Roper, trustee ROPER FAMILY TRUST F/B/O C. RICHARD ROPER AND/OR CHILDREN UTA 9/6/77 By: /s/ C. Richard Roper C. Richard Roper, trustee 03\08\95\32875\010\10SIDHJS.001 -5- EX-99.N 3 STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 27th day of February, 1995, by and among; LINPAC MOULDINGS LTD. ("LINPAC"), with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY, England; WILLIAM H. ROPER and his spouse RUTH ROPER, residents of 12 Rue Biarittz, Newport Beach, California 92660; ROBERT E. ROPER and his spouse NANCY ROPER, residents of 3802 Holden Circle, Los Alamitos, California 90720; C. RICHARD ROPER and his spouse MARGO ROPER, residents of 1383 N. Mustang, Orange, California 92667; WILLIAM H. ROPER as sole current trustee for the ROPER FAMILY TRUST DATED 4/12/94 FBO WILLIAM H. ROPER UTA 9/6/77, AS AMENDED (the "William Trust"); ROBERT E. ROPER as sole current trustee for the ROPER FAMILY TRUST DATED 4/12/94 FBO ROBERT E. ROPER AND/OR CHILDREN UTA 9/6/77, AS AMENDED (the "Robert Trust"); and C. RICHARD ROPER as sole current trustee for the ROPER FAMILY TRUST DATED 4/12/94 FBO C. RICHARD ROPER AND/OR CHILDREN UTA 9/6/77, AS AMENDED (the "Richard Trust"). For convenience of reference, William H. Roper and Ruth Roper, Robert E. Roper and Nancy Roper, C. Richard Roper and Margo Roper, the William Trust, the Robert Trust and the Richard Trust are sometimes herein collectively called the "Shareholders". PREAMBLE 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 Shareholders are founders, executive officers and directors of the Company, and own of record and beneficially the number of issued and outstanding shares (collectively, the "Shares") of common stock of the Company (the "Common Stock") listed below: William H. Roper and Ruth Roper . . . . . . . 225,134 shares Robert E. Roper and Nancy Roper . . . . . . . 252,554 shares C. Richard Roper and Margo Roper . . . . . . 269,649 shares William Trust . . . . . . . . . . . . . . . . 79,395 shares Robert Trust . . . . . . . . . . . . . . . . 79,394 shares Richard Trust . . . . . . . . . . . . . . . . 79,394 shares WHEREAS, each of William H. Roper, Robert E. Roper and C. Richard Roper also hold the right to purchase 44,000 shares of the Common Stock under stock options granted by the Company (the "Options"); SECTION 1. PURCHASE AND SALE The purchase price for the Shares shall be $10.50 per share. The purchase price for the Options shall be $5.0455 per share of Common Stock represented by the Options. SECTION 2. CLOSING 2.1. Closing. The transfer of Shares and Options (the "Closing") shall occur through delivery service or at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois on the date hereof or such other date as the parties agree. 2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver the following: (a) wire transfer of immediately available funds to the applicable Shareholder in the amounts and to the accounts listed on Schedule 2.2; (b) wire transfer of immediately available funds to the applicable Shareholder in the amounts and to the accounts listed on Schedule 2.2; and (c) 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, each Shareholder shall deliver the following: (a) certificates for its Shares together with stock powers endorsed in blank with signature guaranteed; (b) in the case of William H. Roper, Robert E. Roper and C. Richard Roper, such instruments as are necessary to cause the surrender and cancellation of all Options held by each; and (c) 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 THE SHAREHOLDERS Each Shareholder represents and warrants to LINPAC as of the date hereof and as of the Closing, as follows: 3.1. Authority. Each 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 each 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 for the execution and delivery by each Shareholder of this Agreement or the performance by each Shareholder of its obligations hereunder. 3.4. Shares. The Shares are duly authorized, validly issued, fully paid and non-assessable, were not issued in violation of any preemptive, subscription or other right of any person to acquire securities of the Company. Each of the Shareholders owns the Shares attributed to the Shareholder in the Preamble 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. 3.5. Capital Stock. The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock. 4,386,162 shares of Common Stock are issued and outstanding and no shares of the Company's Preferred Stock have been issued. Except as owned by LINPAC or as set forth on Schedule 3.5, there is no outstanding subscription, option, convertible or exchangeable security, preemptive right, warrant, call, agreement, arrangement or other right (other than this Agreement) relating to the Company's capital stock or other obligation or commitment of any Shareholder or the Company to issue or transfer any shares of capital stock. SECTION 4. REPRESENTATIONS AND WARRANTIES OF LINPAC LINPAC hereby represents and warrants to each 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 duly executed and delivered and constitutes the lawful, valid and legally binding obligation 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 for 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. 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 SHAREHOLDERS By: /s/ David A. Williams /s/ William H. Roper David A. Williams William H. Roper Its: Managing Director By: /s/ Ruth Roper Ruth Roper By: /s/ C. Richard Roper C. Richard Roper By: /s/ Margo Roper Margo Roper By: /s/ Robert E. Roper Robert E. Roper By: /s/ Nancy Roper Nancy Roper ROPER FAMILY TRUST F/B/O WILLIAM H. ROPER DATED 4/12/94 By: /s/ William H. Roper William H. Roper, trustee ROPER FAMILY TRUST F/B/O ROBERT E. ROPER AND/OR CHILDREN UTA 9/6/77 By: /s/ Robert E. Roper Robert E. Roper, trustee ROPER FAMILY TRUST F/B/O C. RICHARD ROPER AND/OR CHILDREN UTA 9/6/77 By: /s/ C. Richard Roper C. Richard Roper, trustee 03\08\95\32875\010\10AGTSMW.011 EX-99.O 4 STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 10th day of February, 1995, by and between LINPAC MOULDINGS LIMITED ("LINPAC"), with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY, England on the one hand and C. Richard Roper, as Custodian for Cathy Diane Roper under the Uniform Transfers to Minor Act (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 3,659 shares (the "Shares") of common stock of the Company (the "Common Stock"); WHEREAS, the Shareholder desires to sell and LINPAC desires to purchase the Shares; 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 The Purchase Price for the Shares shall be $10.50 per share. SECTION 2. CLOSING 2.1. Closing. The transfer of stock (the "Closing") shall occur through delivery service or at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois on the date hereof. 2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver a check in the amount of $38,419.50 payable to the Shareholder and 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 the following: (a) a certificate for 3,659 shares of Common Stock together with a stock power endorsed in blank with signature guaranteed; 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 for 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 owner of the Shares 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. 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 duly executed and delivered and constitutes the lawful, valid and legally binding obligation 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 for 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. 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 /s/ C. Richard Roper David A. Williams C. Richard Roper as Custodian Its: Managing Director for Cathy Diane Roper 03\08\95\32875\010\10AGTSMW.013 EX-99 5 STOCK PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 10th day of February, 1995, by and between LINPAC MOULDINGS LIMITED ("LINPAC"), with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY, England on the one hand and C. Richard Roper, as Custodian for Robert Richard Roper under the Uniform Transfers to Minor Act (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 3,659 shares (the "Shares") of common stock of the Company (the "Common Stock"); WHEREAS, the Shareholder desires to sell and LINPAC desires to purchase the Shares; 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 The Purchase Price for the Shares shall be $10.50 per share. SECTION 2. CLOSING 2.1. Closing. The transfer of stock (the "Closing") shall occur through delivery service or at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago, Illinois on the date hereof. 2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver a check in the amount of $38,419.50 payable to the Shareholder and 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 the following: (a) a certificate for 3,659 shares of Common Stock together with a stock power endorsed in blank with signature guaranteed; 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 for 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 owner of the Shares 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. 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 duly executed and delivered and constitutes the lawful, valid and legally binding obligation 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 for 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. 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 /s/ C. Richard Roper David A. Williams C. Richard Roper as Custodian Its: Managing Director for Robert Richard Roper 03\08\95\32875\010\10AGTSMW.012 -----END PRIVACY-ENHANCED MESSAGE-----