SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Anchor Glass Container Corporation
(Name of Issuer)
Class A Common Stock, $.10 par value
(Title of Class of Securities)
033038209
(CUSIP Number)
CoMac Partners, L.P.
1 Greenwich Office Park, 3rd Floor
Greenwich, CT 06831
(203) 552-6900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 5, 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: |_|
Page 1 of 22 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 033038209
Page 2 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CoMac Partners, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) See Item 5
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
DELAWARE
7) SOLE VOTING POWER
49,687 /1/
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 49,687 /1/
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,687 (See Item 5) /1/
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- -----------------------
/1/ 308,466 shares including shares of Class A Common Stock (the "Common Stock")
issuable upon conversion of 62,102 shares of the Issuer's Series A 10%
Cumulative Convertible Preferred Stock (the "Preferred Stock") owned by CoMac
Partners, L.P.
<PAGE>
Page 3 of 22
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% /2/
14) TYPE OF REPORTING PERSON
PN
- -------------------------
/2/ 41.1% including shares of Common Stock issuable upon the conversion of the
Preferred Stock.
<PAGE>
SCHEDULE 13D
CUSIP No.033038209
Page 4 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CoMac International N.V. Not Applicable
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) See Item 5
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
Netherlands Antilles
7) SOLE VOTING POWER
49,018 /3/
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 49,018 /3/
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,018 (See Item 5)/3/
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------------------
/3/ 242,592 shares including shares of the Common Stock issuable upon conversion
of 46,454 shares of the Issuer's Preferred Stock owned by CoMac International
N.V.
<PAGE>
Page 5 of 22
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%/4/
14) TYPE OF REPORTING PERSON
CO
- --------------
/4/ 35.4% including shares of Common Stock issuable upon the conversion of the
Preferred Stock.
<PAGE>
SCHEDULE 13D
CUSIP No.033038209 Page 6 of 22 Pages
- ------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CoMac Opportunities Fund, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) See Item 5
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
DELAWARE
7) SOLE VOTING POWER
747 /5/
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 747 /5/
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
747 (See Item 5) /5/
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- -----------------------
/5/ 9,285 shares including shares of the Common Stock issuable upon conversion
of 2,049 shares of the Issuer's Preferred Stock owned by CoMac Opportunities
Fund, L.P.
<PAGE>
Page 7 of 22
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% /6/
14) TYPE OF REPORTING PERSON
PN
- -----------------------
/6/ 1.9% including shares of Common Stock issuable upon the conversion of the
Preferred Stock.
<PAGE>
SCHEDULE 13D
CUSIP No.033038209
Page 8 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CoMac Endowment Fund, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) See Item 5
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
DELAWARE
7) SOLE VOTING POWER
17,349 /7/
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 17,349 /7/
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,349 (See Item 5)/7/
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ---------------------
/7/ 130,862 shares including shares of the Common Stock issuable upon conversion
of 27,241 shares of the Issuer's Preferred Stock owned by CoMac Endowment Fund,
L.P.
<PAGE>
Page 9 of 22
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% /8/
14) TYPE OF REPORTING PERSON
PN
- ---------------------
/8/ 21.7% including shares of Common Stock issuable upon the conversion of the
Preferred Stock.
<PAGE>
SCHEDULE 13D
CUSIP No.033038209
Page 10 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher M. Mackey
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) See Item 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF
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 STATES
7) SOLE VOTING POWER
54 /9/
NUMBER
OF 8) SHARED VOTING POWER
SHARES 116,801(See Item 5)/10/
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 54 /9/
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 116,801(See Item 5)/10/
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,855 (See Item 5)
- ----------------------
/9/ 229 shares including shares of the Common Stock issuable upon conversion of
42 shares of the Issuer's Preferred Stock owned by Mr. Mackey.
/10/ 691,204 shares including shares of Common Stock issuable upon conversion of
137,846 shares of Preferred Stock that may be deemed to be beneficially owned by
Mr. Mackey (see Item 5).
<PAGE>
Page 11 of 22
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%/11/
14) TYPE OF REPORTING PERSON
IN
- ---------------------
/11/ 64.9% including shares of Common Stock issuable upon the conversion of the
Preferred Stock.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to
the Class A Common Stock, $.10 par value (the "Common Stock"), of Anchor Glass
Container Corporation, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 4343 Anchor Plaza Parkway,
Tampa, FL 33634-7513.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This statement is being filed by CoMac Partners,
L.P. ("CoMac Partners"), CoMac International N.V. ("CoMac International"), CoMac
Opportunities Fund, L.P.("CoMac Opportunities"), CoMac Endowment Fund, L.P.
("CoMac Endowment"), and Christopher M. Mackey. CoMac Partners, CoMac
International, CoMac Opportunities, CoMac Endowment and Christopher M. Mackey
are collectively referred to as the "Reporting Persons."
CoMac Opportunities is a Delaware limited partnership engaged
in certain investment activities, including, but not limited to, (i) the
purchase of marketable and non-marketable securities and other obligations of
bankrupt or near bankrupt companies and (ii) the purchase of securities in
entities which appear to be undervalued.
CoMac International is a Netherlands Antilles corporation
which engages in certain investment activities similar in nature to the
activities engaged in by CoMac Opportunities.
CoMac Endowment is a Delaware limited partnership which
engages in certain investment activities similar in nature to the activities
engaged in by CoMac Opportunities.
CoMac Partners is a Delaware limited partnership which engages
in certain investment activities similar in nature to the activities engaged in
by CoMac Opportunities.
Christopher M. Mackey is an executive officer, director and
50% shareholder of CoMac Advisers, Inc., a Delaware corporation ("CoMac Inc."),
which is the sole general partner of CoMac Associates, L.P., a Delaware limited
partnership ("CoMac LP"). CoMac LP is the sole general partner of CoMac
Partners. CoMac Inc. is the sole general partner of CoMac Opportunities and
CoMac Endowment. Mr. Mackey is an executive officer, director and 50%
shareholder of CMS Advisers Inc., a Delaware corporation ("CMS Inc."), the
investment adviser to CoMac International. CMS Inc. makes all investment and
trading decisions for CoMac International.
12
<PAGE>
The business address and the address of the principal
executive office of each of CoMac Partners, CoMac Opportunities and CoMac
Endowment is 1 Greenwich Office Park, 3rd Floor, Greenwich, CT 06831. The
business address and the address of the principal executive office of CoMac
International is c/o CITCO Fund Services, Kaya Flamboyan 9, P.O. Box 812,
Curacao, Netherlands Antilles. The business address of Christopher M. Mackey is
c/o CoMac Partners, 1 Greenwich Office Park, 3rd Floor, Greenwich, CT 06831.
The name, business address and present principal occupation or
employment of each of the executive officers and directors of CoMac Inc. are set
forth on Schedule I annexed hereto, which is incorporated herein by reference.
The name, business address and present principal occupation or
employment of each of the executive officers and directors of CMS Inc. are set
forth on Schedule II annexed hereto, which is incorporated herein by reference.
(d) - (e) During the last five years, none of the Reporting
Persons, and, to the best knowledge of the Reporting Persons, none of the
persons listed on Schedule I or Schedule II hereto, has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
(f) Each natural person identified in this Item 2 is a citizen
of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to that certain Second Amended Joint Chapter
Liquidating Plan of Reorganization of Anchor Resolution Corp. and Anchor
Recycling Corporation dated September 17, 1997, as amended, confirmed by the
United Stated Bankruptcy Court for the District of Delaware on November 11, 1997
(the "Plan"), Common Stock and Series A 10% Cumulative Convertible Preferred
Stock, par value $0.10 (the "Preferred Stock"), were distributed on or about
June 5, 1998.
The Common Stock and Preferred Stock issued to the Reporting
Persons was so issued in partial consideration of the pre-petition indebtedness
and trade claims of the Company held by the Reporting Persons as follows:
13
<PAGE>
Pre-petition Pre-petition
Reporting Person Indebtedness Trade Claims
- ---------------- ------------ ------------
CoMac Partners $ 9,996,000 $8,018,131.86
CoMac International $11,008,000 $2,995,555.16
CoMac Opportunities $ 64,000 $ 490,555.71
CoMac Endowment $ 3,060,000 $4,643,640.97
Christopher M. Mackey $ 13,000 $ 0.00
Such pre-petition indebtedness and trade claims were acquired
by the Reporting Persons at various times and for varying prices.
Additional Common Stock and Preferred Stock and Warrants to
acquire Common Stock and Warrants to acquire the Company's Class C Common Stock
are expected to be issued in the future to the Reporting Persons under the Plan
in respect of the aforementioned pre-petition indebtedness and trade claims.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired beneficial ownership of the
shares of Common Stock to which this statement relates for investment. The
Reporting Persons have had and may continue to have discussions with other
shareholders and management of the Company concerning actions which could be
taken to enhance shareholder value. Mr. Mackey was elected a director of the
Company on June 9, 1998.
The Reporting Persons are expected to receive additional
securities of the Company in accordance with the Plan. See Item 3.
The Reporting Persons may acquire additional shares of Common
Stock or other securities of the Company or sell or otherwise dispose of any or
all of the shares of Common Stock or other securities of the Company
beneficially owned by them. The Reporting Persons may take any other action with
respect to the Company or any of its debt or equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, the Reporting Persons have
no current plans or proposals which relate to or would result in any of the
events described in Items (a) through (j) of the instructions to Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons own an aggregate of 116,855 shares
of Common Stock, representing approximately 23.8%
14
<PAGE>
of the shares of the outstanding Common Stock. /12/ The Reporting Persons also
own an aggregate of 137,888 shares of Preferred Stock. Each share of Preferred
Stock is presently convertible into 4.167 shares of Common Stock. Including the
Common Stock issuable on conversion of the Preferred Stock held by the Reporting
Persons (but not the Preferred Stock held by any other person), the Reporting
Persons may be deemed to beneficially own 64.9% of the Common Stock.
The following table sets forth the number of shares of Common
Stock directly owned by each of the Reporting Persons and the percentage of the
Common Stock outstanding such ownership represents. This table does not include
shares issuable upon the conversion of the Preferred Stock.
Percentage of
Reporting Shares of Outstanding
Person Common Stock Common Stock
- ------ ------------ ------------
CoMac Partners 49,687 10.1
CoMac International 49,018 10.0
CoMac Opportunities 747 .2
CoMac Endowment 17,349 3.5
Christopher M. Mackey 54 Less than .1
The following table sets forth the number of shares of
Preferred Stock directly owned by each of the Reporting Persons, the shares of
Common Stock directly owned by each of the Reporting Persons including shares
issuable upon conversion of the Preferred Stock and the percentage of the Common
Stock outstanding such ownership represents (including the shares of Common
Stock issuable upon conversion of the Preferred Stock held by the Reporting
Persons but not the Preferred Stock held by any other person).
<TABLE>
<CAPTION>
Shares of Shares of Common Percentage of
Reporting Preferred Stock Beneficially Outstanding
Person Stock Owned Common Stock
- ------ ----- ----- ------------
<S> <C> <C> <C>
CoMac Partners 62,102 308,466 41.1
CoMac International 46,454 242,592 35.4
CoMac Opportunities 2,049 9,285 1.9
CoMac Endowment 27,241 130,862 21.7
Christopher M. Mackey 42 229 Less than .1
</TABLE>
- ------------------
/12/ Based upon 490,898 shares of Common Stock that the Company issued under the
plan on June 5, 1998, as disclosed to the Reporting Persons by the Company.
15
<PAGE>
Reference is made to the Reporting Persons' Statement on
Schedule 13D, of even date, with respect to the Preferred Stock for information
concerning the Reporting Persons' ownership of the Preferred Stock.
(b) By reason of his position as co-chairman, secretary and
50% shareholder of CoMac Inc. and CMS Inc. (see Item 2), Christopher M. Mackey
may be deemed to possess the power to vote and dispose of the shares of Common
Stock beneficially owned by CoMac Partners, CoMac Opportunities, CoMac Endowment
and CoMac International. Pursuant to Rule 13d-4 promulgated under the Securities
Act of 1934, as amended, Mr. Mackey disclaims beneficial ownership of such
shares.
(c) On June 5, 1998, the Reporting Persons received
distributions of Common Stock and Preferred Stock pursuant to the Plan. Except
for such distributions, the Reporting Persons have not effected any transactions
in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement of joint filing pursuant
to Rule 13d(1)-f promulgated under
the Securities Exchange Act of
1934, as amended.
16
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: June 22, 1998
COMAC PARTNERS, L.P.
By: CoMac Associates, L.P.,
general partner of CoMac
Partners, L.P.
By: CoMac Advisers, Inc.,
general partner of CoMac Associates, L.P.
/s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
COMAC ENDOWMENT FUND, L.P.
By: CoMac Advisers, Inc., its
general partner
By: /s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
COMAC INTERNATIONAL N.V.
By: CMS Advisers Inc.,
investment adviser of CoMac
International N.V.
By: /s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
17
<PAGE>
COMAC OPPORTUNITIES FUND, L.P.
By: CoMac Associates, L.P.,
general partner of CoMac Opportunities
Fund, L.P.
By: CoMac Advisers, Inc., general partner
of CoMac Associates, L.P.
By: /s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
/s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
18
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
COMAC ADVISERS, INC. ("COMAC INC.")
The name and present principal occupation or employment of
each of the executive officers and directors of CoMac Inc. is set forth below.
The business address of each such person is c/o CoMac Partners, L.P., 1
Greenwich Office Park, 3rd Floor, Greenwich, CT 06831.
Name and Present Principal
Positions Held Occupation or Employment
- -------------- ------------------------
Christopher M. Mackey, Co-Chairman and Secretary of
Co-Chairman, Secretary and Director CoMac Inc. and CMS Advisers Inc.
Paul J. Coughlin, III, Co-Chairman and Treasurer of
Co-Chairman, Treasurer and Director CoMac Inc. and CMS Advisers Inc.
19
<PAGE>
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS
CMS ADVISERS INC. ("CMS INC.")
The name and present principal occupation or employment of
each of the executive officers and directors of CMS Inc. is set forth below. The
business address of each such person is c/o CoMac Partners, L.P., 1 Greenwich
Office Park, 3d Floor, Greenwich, CT 06831.
Name and Present Principal
Positions Held Occupation or Employment
- -------------- ------------------------
Christopher M. Mackey, Co-Chairman and Secretary of
Co-Chairman, Secretary and Director CoMac Inc. and CMS Advisers Inc.
Paul J. Coughlin, III, Co-Chairman and Treasurer of
Co-Chairman, Treasurer and Director CoMac Inc. and CMS Advisers Inc.
20
<PAGE>
EXHIBIT 1
Agreement of Joint Filing
Pursuant to 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Dated: June 22, 1998
COMAC PARTNERS, L.P.
By: CoMac Associates, L.P.,
general partner of CoMac
Partners, L.P.
By: CoMac Advisers, Inc.,
general partner of CoMac Associates, L.P.
/s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
COMAC ENDOWMENT FUND, L.P.
By: CoMac Advisers, Inc., its
general partner
By: /s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
COMAC INTERNATIONAL N.V.
By: CMS Advisers, Inc.,s
investment adviser of
CoMac International N.V.
By: /s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
21
<PAGE>
COMAC OPPORTUNITIES FUND, L.P.
By: CoMac Associates, L.P.,
general partner of CoMac Opportunities
Fund, L.P.
By: CoMac Advisers, Inc., general partner
of CoMac Associates, L.P.
By: /s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
Title: Co-Chairman
/s/ Christopher M. Mackey
-------------------------
Name: Christopher M. Mackey
22
