UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. ___1___)*
Laminating Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
513525105
(CUSIP Number)
Raymond Welt David R. Wilson
Westlake Acquisition Corporation Heller Ehrman White & McAuliffe
#205 - 15225 Thrift Avenue 6100 Columbia Center
White Rock, BC 701 Fifth Avenue
Canada, V4B 2K9 Seattle, WA 98101
(604) 535-5883 (206) 389-4264
May 11, 1999
(Date of Event Which Requires Filing of his 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(e), 13d-1(f), or 13d-1(g), check the
following box .
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page.
The information required in 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>
CUSIP NO. 513525105 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westlake Acquisition Corporation
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
State of Washington
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 290,100 shares
REPORTING PERSON
WITH
8 SHARED VOTING POWER
-0- shares
9 SOLE DISPOSITIVE POWER
290,100 shares
10 SHARED DISPOSITIVE POWER
-0- shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,100 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed by Westlake
Acquisition Corporation, a Washington corporation, ("WAC") with respect to the
Common Stock, $.01 par value per share ("Common Stock"), of Laminating
Technologies, Inc. ("Laminating Technologies"), as an amendment to the Schedule
13D filed with the Commission on May 6, 1999. Schedule 13D is amended as
follows:
Item 4. Purpose of Transaction
The purpose of the purchase by WAC of an additional 110,100 shares
(total ownership of 290,100 shares) of Common Stock is to acquire a significant
equity interest in Laminating Technologies. WAC may utilize this equity interest
in Laminating Technologies to pursue one or more of the courses of action
described below. Whether WAC pursues any one or more of the following courses of
action will depend on a number of factors, including WAC's evaluation of
Laminating Technologies' business, prospects and financial condition, the market
for the Common Stock, other opportunities available to WAC, other transactions
entered into or planned to be entered into by Laminating Technologies, actions
taken by other persons who may be seeking control of Laminating Technologies,
prospects for WAC's own business, general economic conditions and other future
developments. The courses of action that WAC may follow are described below:
(A) WAC may decide to sell all or part of its investment in the Common
Stock in the open market or in private transactions or by any other permissible
means. WAC has no current intention to sell its investment in Laminating
Technologies' Common Stock.
(B) WAC may elect to hold its current interest in Laminating
Technologies' Common Stock for investment purposes only.
(C) WAC may seek to acquire control of Laminating Technologies. WAC has
not formulated a specific plan or proposal to acquire control of Laminating
Technologies and there can be no assurance that any such plan or proposal will
be developed or as to the terms or the timing of any such plan or proposal. Any
such plan or proposal that may be formulated could involve seeking
representation on the Board of Directors of Laminating Technologies, purchasing
additional Common Stock in the open market or in private transactions, making a
tender offer for all or some lesser amount of Laminating Technologies' Common
Stock or proposing a business combination transaction with Laminating
Technologies.
(D) WAC may seek to take steps that would impede the acquisition of
control of Laminating Technologies by another person. WAC has not formulated a
specific plan or proposal to impede acquisition of control of Laminating
Technologies by another person, and there can be no assurance that any such plan
or proposal will be developed or that WAC will seek to impede acquisition of
control of Laminating Technologies by another person. Any such plan or proposal
may include entering into voting agreements with other shareholders of
Laminating Technologies, acquiring additional shares of Common Stock, offering
to pay a premium over another offer received by Laminating Technologies or its
shareholders for the Common Stock, seeking amendments to Laminating
Technologies' articles of incorporation, bylaws or other governing documents,
seeking to merge with or acquire the assets of Laminating Technologies, or
taking other steps WAC determines are necessary or appropriate to impede
acquisition of control of Laminating Technologies by another person. In the
event another person does seek to acquire control of Laminating Technologies,
WAC may attempt to impede that acquisition, may compete for control of
Laminating Technologies, may initially compete for control of Laminating
Technologies and subsequently withdraw its interest in seeking control, or may
do nothing.
WAC's election to pursue any one of the foregoing courses of action
will not, by itself, constitute an abandonment of any other course of action.
WAC may pursue more than one of the foregoing courses of action sequentially or
simultaneously. However, at the present time WAC has not formulated a plan to
pursue any of the foregoing courses of action.
Except as described in this Item 4, WAC has not formulated any plans or
proposals which relate to or would result in any matter required to be disclosed
in response to paragraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number of Shares of Common Stock of Laminating
Technologies Beneficially Owned: 290,100 shares
Percentage of Common Stock of Laminating Technologies
Beneficially Owned (based on 3,185,100 shares of Common Stock
outstanding as of January 31, 19999.1%
To the best knowledge of WAC, its directors, executive officers
and controlling persons beneficially own the following
shares of the Issuer: -0-
(b) Sole Voting Power: 290,100 shares
Sole Dispositive Power: 290,100 shares
Shared Voting Power: -0- shares
Shared Dispositive Power: -0- shares
(c) The following transactions in Common Stock of Laminating
Technologies were open market purchases on The Nasdaq Stock
Market effected by WAC during the past 60 days:
Trade date Number of Shares Price
Of Purchases Of Common Stock Per Share
------------ --------------- ---------
04/08/99 100,000 .3750
04/09/99 25,000 .3810
04/12/99 30,000 .3275
04/30/99 25,000 .3420
05/10/99 40,100 .365
05/11/99 70,000 .3632
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.
WESTLAKE ACQUISITION CORPORATION
May 12, 1999 By: /s/ Ray Welt
-----------------------
(Date) Ray Welt, Vice President
