-----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, TOjvcAWRvrOfjJy/FA98nBgp9HWUAA9P7b0yMiBLOi/sCjNCB58C9OFy6y/uH8Ix 5zLBYV6n1yEMR19JNx+g+A== 0000897423-98-000140.txt : 19980629 0000897423-98-000140.hdr.sgml : 19980629 ACCESSION NUMBER: 0000897423-98-000140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980626 SROS: NYSE GROUP MEMBERS: KEYSTONE INC ET AL GROUP MEMBERS: KEYSTONE, INC. GROUP MEMBERS: ROBERT M. BASS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVEX PACKAGING CORP /DE/ CENTRAL INDEX KEY: 0000900367 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] IRS NUMBER: 760171625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53295 FILM NUMBER: 98654425 BUSINESS ADDRESS: STREET 1: 100 TRI STATE DR STREET 2: SUITE 200 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 7089459100 MAIL ADDRESS: STREET 1: 100 TRI STATE DRIVE STREET 2: SUITE 200 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: IVEX HOLDINGS CORP DATE OF NAME CHANGE: 19940920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE INC ET AL CENTRAL INDEX KEY: 0000924069 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 IVEX PACKAGING CORPORATION, SCHED. 13D, AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ivex Packaging Corporation (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 465855104 (Cusip Number) J. Taylor Crandall 201 Main Street Fort Worth, Texas 76102 (817) 390-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 4, 1998 (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 [ ]. *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). **The total number of shares reported herein (exclusive of shares held by Additional Persons as defined herein) is 1,251,050, which constitutes approximately 6.1% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 20,431,268 shares outstanding. 1. Name of Reporting Person: Robert M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable (See Item 3) 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 1,251,050 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,251,050 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,251,050 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.1% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as President of Keystone, Inc. with regard to 984,106 shares of Stock. 1. Name of Reporting Person: Keystone, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 984,106 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 984,106 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 984,106 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 4.8% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised by its President and sole director, Robert M. Bass. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated April 17, 1998 (the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Stock"), of Ivex Packaging Corporation (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: (a) Reporting Persons RMB Because of his position as the President of Keystone, RMB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 984,106 shares of the Stock, which, together with the 266,944 shares of the Stock that RMB directly beneficially owns, constitutes in the aggregate approximately 6.1% of the outstanding shares of the Stock. Keystone Acting through its President, RMB, the aggregate number of shares of the Stock that Keystone owns beneficially, pursuant to Rule 13d-3 of the Act, is 984,106, which constitutes approximately 4.8% of the outstanding shares of the Stock. Additional Persons Doctoroff The aggregate number of shares of the Stock that Doctoroff owns beneficially, pursuant to Rule 13d-3 of the Act, is 136,244, which constitutes approximately 0.7% of the outstanding shares of the Stock. Gruber The aggregate number of shares of the Stock that Gruber owns beneficially, pursuant to Rule 13d-3 of the Act, is 119,788, which constitutes approximately 0.6% of the outstanding shares of the Stock. Cotham Because of his position as the managing general partner of 26 Associates and as the President of Panther City Investment Co., which is the trustee of the Margaret Lee Bass 1980 Trust, which in turn is the managing partner of Capital Partnership, Cotham may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 182,072 shares of the Stock, which, together with the 1,081 shares of the Stock that Cotham directly beneficially owns, constitutes in the aggregate approximately 0.9% of the outstanding shares of the Stock. Crandall Because of his position as the President and sole stockholder of Acadia MGP, Inc. ("Acadia MGP"), which is the managing general partner of Acadia FW Partners, L.P. ("Acadia FW"), which is the sole general partner of Acadia, which is the sole general partner of Acadia Electra Partners, L.P. ("Acadia Electra"), Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 14,548 shares of the Stock, which, together with the 28,645 shares of the Stock that Crandall directly beneficially owns, constitutes in the aggregate approximately 0.2% of the outstanding shares of the Stock. (b) Reporting Persons RMB RMB has the sole power to vote or to direct the vote and to dispose or direct the disposition of 266,944 shares of the Stock. In addition, in his capacity as the President of Keystone, RMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 984,106 shares of the Stock. Keystone Acting through its President, RMB, Keystone has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 984,106 shares of the Stock. Additional Persons Doctoroff Doctoroff has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 136,244 shares of the Stock. Gruber Gruber has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 119,788 shares of the Stock. Cotham Cotham has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,081 shares of the Stock. In addition, in his capacity as the Managing General Partner of 26 Associates, and as the President of Panther City Investment Co., which is the trustee of the Margaret Lee Bass 1980 Trust, which in turn is the managing partner of Capital Partnership, Cotham has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 182,072 shares of the Stock. Crandall Crandall has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 28,645 shares of the Stock. In addition, in his capacity as the President and sole stockholder of Acadia MGP, which is the managing general partner of Acadia FW, which is the sole general partner of Acadia, which is the sole general partner of Acadia Electra, Crandall has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 14,548 shares of the Stock. (c) On May 20, 1998, Keystone sold 123,461 shares of the Stock and RMB sold 1,718 shares of the Stock in an underwritten public offering (the "Offering") at a net underwritten price per share of $22.92. Certain of the Additional Persons and entities controlled by or associated with certain of the Additional Persons also sold shares of the Stock in the Offering at $22.92 per share as follows: Person Number of Shares Sold Acadia Electra 177,152 Acadia MGP 3,754 Crandall 7,614 Capital Partnership 48,035 26 Associates 1,135 Acadia 2,239 Cotham 909 Doctoroff 36,213 Gruber 50,384 In addition, since the last filing on Schedule 13D, Keystone, certain of the Additional Persons and entities controlled by or associated with certain of the Additional Persons have sold shares of the Stock in open market transactions on the New York Stock Exchange as follows: Person Date Number of Price Shares Sold Per Share Acadia Electra 05/27/98 7,559 $22.93 26 Associates 05/27/98 48 22.93 Cotham 05/27/98 39 22.93 Gruber 05/27/98 272 22.93 Acadia Electra 06/04/98 3,780 22.93 26 Associates 06/04/98 24 22.93 Cotham 06/04/98 19 22.93 Gruber 06/04/98 136 22.93 Acadia Electra 06/11/98 22,419 22.68 26 Associates 06/11/98 144 22.68 Cotham 06/11/98 115 22.68 Gruber 06/11/98 807 22.68 Also, on May 4, 1998, RMB gifted 259,807 shares of the Stock to Yale University. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. Item 7. Material to be Filed as Exhibits. Exhibit 99.1 -- Agreement pursuant to Rule 13d-(k)(1)(iii). After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: June 25, 1998 KEYSTONE, INC. By: /s/ W.R. Cotham W.R. Cotham, Vice President By: /s/ W.R. Cotham W.R. Cotham Attorney-in-Fact for: ROBERT M. BASS (1) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX Exhibit Description - ------- ----------- Exhibit 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii). EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D, AMEND. NO. 1 Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. KEYSTONE, INC. By: /s/ W.R. Cotham W.R. Cotham, Vice President By: /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: ROBERT M. BASS (1) (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----