SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JPS PACKAGING COMPANY
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
46623H102
(CUSIP Number)
Mr. G. Kenneth Baum
George K. Baum Group, Inc.
120 West 12th Street, Suite 800
Kansas City, Missouri 64105
(816) 474-1100
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
with copies to:
Richard N. Nixon, Esq.
Stinson, Mag & Fizzell, P.C.
1201 Walnut Street, Suite 2800
Kansas City, Missouri 64106
(816) 842-8600
June 30, 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 46623H102
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
G. Kenneth Baum
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 371,787
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,488,100
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 371,787
10 SHARED DISPOSITIVE POWER
1,488,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,859,887
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.50%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 46623H102
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William D. Thomas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,480
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,538,200
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 150,480
10 SHARED DISPOSITIVE POWER
1,538,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,688,680
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.41%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 46623H102
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
George K. Baum Group, Inc.
#43-1252188
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __ Not Applicable
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri Corporation
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,488,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,488,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,488,100
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.80%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Schedule 13D is being filed to reflect the
acquisition by the reporting persons of certain Shares (as
defined below) as a result of the conversion on June 30, 1998, of
all the outstanding shares of common stock, par value $.10 per
share, of Sealright Co., Inc. (the "Sealright Shares"), into the
right to receive, for each such Sealright Share, $11.00 in cash
and 0.5 Shares pursuant to the consummation of an Agreement and
Plan of Merger, dated as of March 2, 1998, by and among Huhtamaki
Oy, Seal Acquisition Corporation and Sealright Co., Inc. (the
"Merger Agreement"). For further information regarding the
Merger Agreement, see the Registration Statement on Form S-4
filed by Sealright Co., Inc. with the Securities and Exchange
Commission on June 9, 1998.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par
value $.01 per share (the "Shares"), of JPS Packaging Company, a
Delaware corporation (the "Company"), which has its principal
executive offices at 9201 Packaging Drive, Desoto, Kansas 66018.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed pursuant to Rule 13d-1
of the Securities and Exchange Act of 1934, as amended
(the "Act"). It is filed in conformity with Rule 13d-1(f)(1)
of the Act as a joint filing by G. Kenneth
Baum, a natural person ("Mr. Baum"), William D. Thomas,
a natural person ("Mr. Thomas"), and George K. Baum
Group, Inc., a Delaware corporation ("GKB Group"),
which has its principal office and principal business
at 120 West 12th Street, Suite 800, Kansas City,
Missouri 64105. GKB Group is a private investment
company.
(b) The business address for Mr. Baum, Mr. Thomas and GKB
Group is 120 West 12th Street, Suite 800, Kansas City,
Missouri 64105.
(c) Mr. Baum is Chairman of the Board of GKB Group, a
private investment company with its principal place of
business at 120 West 12th Street, Suite 800, Kansas
City, Missouri 64105. Mr. Thomas is Senior Managing
Director of George K. Baum Merchant Banc, L.L.C., an
investment advisor with its principal place of business
at 120 West 12th Street, Suite 800, Kansas City,
Missouri 64105.
(d) During the last five years, none of Mr. Baum, Mr.
Thomas or GKB Group has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of Mr. Baum, Mr.
Thomas or GKB Group has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and <PAGE> therefore was not and is not
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 as a
result of any such proceeding.
(f) Mr. Baum and Mr. Thomas are citizens of the United
States of America. GKB Group is a Missouri
corporation.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares held by Mr. Baum, Mr. Thomas and GKB Group
were acquired as a result of the consummation of the Merger
Agreement on June 30, 1998 (the "Merger Date"). Pursuant to the
terms of the Merger Agreement, each Sealright Share was converted
into the right to receive $11.00 in cash and 0.5 Shares.
As of the Merger Date, Mr. Baum, Mr. Thomas and GKB
Group held certain Sealright Shares as follows: (i) Mr. Baum held
743,575 Sealright Shares directly through his living trust of
which he is the sole trustee and beneficiary (these shares were
converted into approximately $8,179,325 in cash and 371,787
Shares pursuant to the Merger Agreement); (ii) Mr. Thomas held
300,960 Sealright Shares directly through his trust of which he
is the sole trustee and beneficiary and 100,200 Sealright Shares
indirectly through his wife who held 100,000 Sealright Shares
directly and 200 Sealright Shares as custodian for Mr. Thomas'
son and daughter (these shares were converted into approximately
$4,412,760 in cash and 200,580 Shares pursuant to the Merger
Agreement); and (iii) GKB Group held 2,976,200 Sealright Shares
(these shares were converted into approximately $32,738,200 in
cash and 1,488,100 Shares pursuant to the Merger Agreement).
The price per share of the Sealright Shares on the
Nasdaq National Market at the close of trading on June 30, 1998,
as reported in the Wall Street Journal, was $12.875.
Item 4. Purpose of Transaction.
Mr. Baum, Mr. Thomas and GKB Group received the Shares
reported herein as a result of, and in order to effectuate, the
merger of Seal Acquisition Corporation and Sealright Co., Inc.
Mr. Baum, Mr. Thomas and GKB Group currently intend to hold the
Shares received for investment purposes.
Although no reporting person has any specific plan or
proposal to acquire or dispose of Shares, consistent with its
investment purpose, each reporting person at any time and from
time to time may acquire additional Shares or dispose of any or
all of its Shares depending upon an ongoing evaluation of the
investment in the Shares, prevailing market conditions, other
investment opportunities, liquidity requirements of the reporting
person <PAGE> and/or other investment considerations. No reporting
person has made a determination regarding a maximum or minimum
number of Shares which it may hold at any point in time.
Also, consistent with their investment intent, the
reporting persons may engage in communications with one or more
shareholders of the Company, one or more officers of the Company,
and/or one or more members of the board of directors of the
Company regarding the Company, including but not limited to its
operations.
Except to the extent the foregoing may be deemed a plan
or proposal, neither Mr. Baum, Mr. Thomas nor GKB Group has any
present plans or proposals which would relate to or result in:
(a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the
Company;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Company, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Company by any
person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) any action similar to any of those enumerated in (a)
through (i) above.
<PAGE>
Item 5. Interest in Securities of the Issuer.
As of August 7, 1998:
(a) Amount beneficially owned/Percent of class:
(i) G. Kenneth Baum beneficially owned 1,859,877
shares (or 33.50%) of the 5,552,705 shares
outstanding on August 7, 1998. This number
includes:
371,787 (6.69%) sharesowned directly by
him through his living
trust of which he is sole
trustee and beneficiary.
1,488,100 (26.80%) shares owned by George K.
Baum Group, Inc. of which
Mr. Baum is an officer, a
director and the
controlling stockholder.
(ii) William D. Thomas beneficially owned
1,688,680 shares (or 30.41%) of the 5,552,705
shares outstanding on August 7, 1998. This
number includes:
150,480 (2.71%) shares owned directly by
him through his trust of
which he is the sole
trustee and beneficiary.
50,000 (0.90%) shares owned by his wife,
Mary Jean Thomas.*
50 (0.00%) shares owned by Mary Jean
Thomas, his wife, as
custodian for his
daughter.*
50 (0.00%) shares owned by Mary Jean
Thomas, his wife, as
custodian for his son.*
1,488,100 (26.80%) shares owned by George K.
Baum Group, Inc. of which
Mr. Thomas is an officer
and a director.
* William D. Thomas disclaims beneficial interest
in the shares owned directly by Mary Jean Thomas
<PAGE>
and by Mary Jean Thomas as custodian for his son
and daughter, but includes them herein.
(iii) George K. Baum Group, Inc. beneficially
owned 1,488,100 shares (or 26.80%) of
the 5,552,705 shares outstanding on
August 7, 1998.
(b) Number of shares of which such person has:
(i) sole power to vote or to direct the vote:
1. 371,787 shares with respect to G.
Kenneth Baum.
2. 150,480 shares with respect to William
D. Thomas.
3. 1,488,100 shares with respect to George
K. Baum Group, Inc.
(ii) shared power to vote or to direct the vote:
1. 1,488,100 shares with respect to G.
Kenneth Baum.
2. 1,538,200 shares with respect to William
D. Thomas.
3. 0 shares with respect to George K. Baum
Group, Inc.
(iii) sole power to dispose or to direct the
disposition of:
1. 371,787 shares with respect to G.
Kenneth Baum.
2. 150,480 shares with respect to William
D. Thomas.
3. 1,488,100 shares with respect to George
K. Baum Group, Inc.
(iv) shared power to dispose or to direct the
disposition of:
1. 1,488,100 shares with respect to G.
Kenneth Baum.
2. 1,538,200 shares with respect to William
D. Thomas.
3. 0 shares with respect to George K. Baum
Group, Inc.
(c) See Items 3 and 4 above.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
The following material is filed as an Exhibit to this
Schedule 13D:
1. Joint Filing Agreement, dated August 25, 1998,
between G. Kenneth Baum, William D. Thomas and
George K. Baum Group, Inc.
SIGNATURE
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.
Date: August 25, 1998.
/s/ G. Kenneth Baum
G. Kenneth Baum
/s/ William D. Thomas
William D. Thomas
GEORGE K. BAUM GROUP, INC.
By: /s/ William D. Thomas
Name: William D. Thomas
Title: President
EXHIBIT 1
AGREEMENT
RESPECTING JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D reporting each of the
undersigned's ownership of shares of common stock of JPS
Packaging Company, a Delaware corporation, and hereby affirm that
such Schedule 13D is being filed on behalf of each of the
undersigned.
Date: August 25, 1998.
/s/ G. Kenneth Baum
G. Kenneth Baum
/s/ William D. Thomas
William D. Thomas
GEORGE K. BAUM GROUP, INC.
By: /s/ William D. Thomas
Name: William D. Thomas
Title: President
