-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wa9v8ULQcbtQPRYX5v9LWtpMdveQ3NIwfywGbyMIO2Cn1w1RjDUzw78uSCLKO0Zf 85PDQqTbLpaD+KRl+pHeGg== 0001104659-06-068361.txt : 20061024 0001104659-06-068361.hdr.sgml : 20061024 20061024183000 ACCESSION NUMBER: 0001104659-06-068361 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061020 FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MENCOFF SAMUEL M CENTRAL INDEX KEY: 0001219630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15399 FILM NUMBER: 061161136 BUSINESS ADDRESS: BUSINESS PHONE: 9013208117 MAIL ADDRESS: STREET 1: BUCKEYE TECHNOLOGIES INC STREET 2: 1001 TILLMAN STREET CITY: MEMPHIS STATE: TN ZIP: 38112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PACKAGING CORP OF AMERICA CENTRAL INDEX KEY: 0000075677 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 364277050 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1900 W FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8474823000 MAIL ADDRESS: STREET 1: 1900 W FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 a4.xml 4 X0202 4 2006-10-20 0 0000075677 PACKAGING CORP OF AMERICA PKG 0001219630 MENCOFF SAMUEL M THREE FIRST NATIONAL PLAZA SUITE 3800 CHICAGO IL 60602 1 0 1 0 Common Stock, $0.01 par value 2006-10-20 4 J 0 942434 0 D 16733010 I Through PCA Holdings LLC Common Stock, $0.01 par value 2006-10-20 4 J 0 4466 0 A 4466 I Through Madison Dearborn Partners, LLC Common Stock, $0.01 par value 2006-10-20 4 J 0 6685 0 A 6685 I Through Emily Case Mencoff - Dynasty Trust Common Stock, $0.01 par value 2006-10-20 4 J 0 6685 0 A 6685 I Through Samuel Keefer Mencoff - Dynasty Trust Common Stock, $0.01 par value 2006-10-20 4 J 0 6685 0 A 6685 I Through George Grove Mencoff - Dynasty Trust Common Stock, $.01 par value 2006-10-20 4 J 0 63445 0 A 63445 D Reflects the continuation of a pro rata distribution of shares of common stock of the issuer by Madison Dearborn Partners III, L.P. ("MDP III"), the record and direct beneficial owner of the shares, to its partners, including Madison Dearborn Partners, LLC ("MDP LLC"), the sole general partner of MDP III, on October 20, 2006. The pro rata distribution was commenced by PCA Holdings LLC ("Holdings") on September 6, 2006, as previously reported by the reporting person. The reporting person expressly disclaims beneficial ownership of 16,757,531 shares reported in Table I as indirectly beneficially owned, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for purposes of Section 16 or for any other purpose. Holdings is the record and direct beneficial owner of 16,733,010 shares. The shares held by Holdings may be deemed to be beneficially owned by Madison Dearborn Capital Partners III, L.P. ("MDCP III"), the managing member of Holdings, a fund affiliated with MDCP III, MDP III, the sole general partner of MDCP III and the fund affiliated with MDCP III, and MDP LLC. The reporting person is a managing director and member of MDP LLC and may be deemed to have an indirect pecuniary interest in the shares owned by Holdings to the extent of the reporting person's indirect proportionate interest in Holdings. Consists of shares of common stock of the issuer received by MDP LLC as a result of the distribution by MDP III to its partners. MDP LLC is the record and direct beneficial owner of 4,466 shares received by MDP LLC as a result of the distribution by MDP III to its partners. The reporting person is a managing director and member of MDP LLC and may be deemed to have an indirect pecuniary interest in the shares owned by MDP LLC to the extent of the reporting person's proportionate interest in MDP LLC. Consists of shares of common stock of the issuer received by Emily Case Mencoff - Dynasty Trust as a result of the distribution by MDP III to its partners. Each of the Emily Case Mencoff - Dynasty Trust, Samuel Keefer Mencoff - Dynasty Trust and George Grove Mencoff - Dynasty Trust (collectively, the "Trusts") is the record and direct beneficial owner of 6,685 shares received as a result of the distribution by MDP III to its partners. These shares are held in trust for the benefit of the reporting person's children. The reporting person's spouse is a trustee of the Trusts. Consists of shares of common stock of the issuer received by Samuel Keefer Mencoff - Dynasty Trust as a result of the distribution by MDP III to its partners. Consists of shares of common stock of the issuer received by George Grove Mencoff - Dynasty Trust as a result of the distribution by MDP III to its partners. Consists of shares of common stock of the issuer received by the reporting person as a result of the distribution by MDP III to its partners. /s/ SAMUEL M. MENCOFF 2006-10-24 -----END PRIVACY-ENHANCED MESSAGE-----