UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-1(a)
JPS PACKAGING COMPANY
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
46623H102
(CUSIP Number)
Mike Hoover, General Counsel and Thomas Van Dyke
Pechiney Plastic Packaging, Inc. Bryan Cave LLP
8770 West Bryn Mawr Avenue 7500 College Boulevard
Mail Suite 064 Suite 1100
Chicago, Illinois 60631-3542 Overland Park, Kansas 66210-4035
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 13, 2000
(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 that 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 for other parties
to whom copies are to be sent.
<PAGE>
SCHEDULE 13D
---------------------------------
CUSIP No. 46623H102
---------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pechiney Plastic Packaging, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(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
Delaware
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
2,010,992
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,010,992
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,010,992
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 46623H102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JPS Acquisition, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(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
Delaware
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
2,010,992
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,010,992
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,010,992
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 46623H102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George K. Baum Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
1,488,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,488,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,488,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 46623H102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Kenneth Baum Revocable Trust, DTD 2/28/89, as amended 12/8/94
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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 of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
373,037
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
373,037
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
373,037
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 46623H102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Thomas Trust, DTD 7/9/96
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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 of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
151,730
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
151,730
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
151,730
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to 2,012,867 shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock"), of JPS Packaging Company,
a Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 4200 Somerset Drive, Suite 208, Prairie Village, Kansas
66208.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), and (f) This statement is being filed on behalf of the members of a
group consisting of Pechiney Plastic Packaging, Inc. ("Parent"), a Delaware
corporation, JPS Acquisition, Inc., a Delaware corporation ("Purchaser"), and
George K. Baum Group, Inc., a Delaware corporation ("Baum Group"), G. Kenneth
Baum Revocable Trust, DTD 2/28/89, as amended 12/8/94 (the "Baum Trust") and
William D. Thomas Trust, DTD 7/9/96 (the "Thomas Trust") (each individually a
"Shareholder" and collectively the "Shareholders"). Parent, Purchaser and the
Shareholders are collectively referred to herein as the "Reporting Persons."
The principal executive offices of Parent and Purchaser are located at
8770 West Bryn Mawr Avenue, Mail Suite 06H, Chicago, Illinois 60631-3542. Parent
is a North American producer of flexible packaging for the food, meat, dairy,
healthcare and specialty markets. Purchaser is a wholly-owned subsidiary of
Parent with no operations of its own. Baum Group is a private investment company
with its principal place of business at 120 West 12th Street, Suite 800, Kansas
City, Missouri 64105.
The name, citizenship, business address, present principal occupation
or employment and five-year employment history of each director, and executive
officer of Parent and Purchaser are set forth in Schedule I attached hereto.
The name, citizenship, business address, present principal occupation
or employment and five-year employment history of each director and executive
officer of George K. Baum Group, Inc. are set forth in Schedule II attached
hereto.
The name, citizenship, business, address, present principal occupation
or employment and five-year employment history of each trustee of the Baum Trust
and the Thomas Trust is as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Citizenship Name and Business Age Principal Occupation or Employment
----------- ----------------- --- ----------------------------------
Address
-------
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United States of G. Kenneth Baum, 70 Mr. Baum has served as Chairman of
America 120 West 12th Street, the Board of Baum Group since May
Suite 800, Kansas 1994. He served as Chairman of the
City, MO 64105. Board of George K. Baum &
Company, an investment banking
Trustee of Baum firm, from April 1982 until May
Trust 1994. Mr. Baum is also a Director of
H&R Block, Inc. and Interstate
Bakeries Corporation.
---------------------------------------------------------------------------------------------------------------
United States of William D. Thomas, 57 Mr. Thomas has served as Senior
America 120 West 12th Street, Managing Director of George K.
Suite 800, Kansas Baum Merchant Banc, LLC since
City, MO 64105 May 1996. He has also served as
President of Baum Group since May
Trustee of Thomas 1994. From June 1991 until May
Trust 1994, he served as Vice Chairman of
George K. Baum & Company.
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(d)-(e) During the last five years, none of Parent, Purchaser, any
Shareholder or, to the best of their knowledge, any person named on Schedule I
or Schedule II hereto or in this Item 2 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Offer (as defined below) is not conditioned upon any financing
arrangements. The total amount of funds required by Purchaser to purchase Shares
pursuant to the Offer and the Merger (as defined below) is estimated to be
approximately $45 million. Purchaser will obtain all such funds from Parent.
Parent will obtain such funds from existing resources and internally generated
funds.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) On October 13, 2000, Parent, Purchaser, and Company entered
into an Agreement and Plan of Merger (as amended, the "Merger Agreement"). The
Merger Agreement is attached as Exhibit 1 hereto and is incorporated herein by
reference. The Merger Agreement provides for the commencement of a tender offer
(the "Offer") by which Purchaser will purchase all the outstanding Common Stock,
at a price of $7.86 per share, net to the seller in cash, without interest.
Following the Offer, Purchaser will be merged with and into the Company (the
"Merger"). As a result of the Offer and Merger, the Company would become an
indirect wholly owned subsidiary of Parent. Concurrently with the execution of
the Merger Agreement, Parent and the Shareholders entered into an Irrevocable
Proxy Agreement, dated October 13, 2000 (the "Irrevocable Proxy Agreement"). The
Irrevocable Proxy Agreement is attached as Exhibit 2 hereto and is incorporated
herein by reference. Pursuant to the Irrevocable Proxy Agreement, the
Shareholders have agreed, among other things, that they will vote their Shares
in favor of the Merger Agreement at any meeting of Shareholders of the Company
which may be convened to approve the Merger Agreement.
The purpose of the Merger, the Merger Agreement and the Irrevocable
Proxy Agreement is to enable Parent to acquire control of all of the outstanding
capital stock of the Company.
<PAGE>
Upon consummation of the Merger, the Company will become an indirect wholly
owned subsidiary of Parent. Upon acquiring control of the Company, Parent will
continue to evaluate the business and operations of the Company and will effect
such changes as it deems appropriate under the circumstances and conditions then
existing. Such changes could include, among other things, changes in the
Company's corporate structure, capitalization or dividend policy or a sale of
assets of the Company.
Except as otherwise discussed herein, or in the Schedule TO filed by
Parent on October 30, 2000 with the Securities and Exchange Commission, neither
Parent or any Shareholder nor, to the best of their knowledge, any person named
in Item 2 hereto, has any plans or proposals which would relate to or would
result in any of the transactions described in sub paragraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Parent, Purchaser and the Shareholders beneficially own an
aggregate of 2,012,867 Shares, constituting approximately 36% of the Common
Stock issued and outstanding as of October 13, 2000.
(b) Parent, Purchaser and the Shareholders share voting and
disposition power with respect to an aggregate of 2,010,992 shares of Common
Stock, set forth as follows:
(i) Parent and Purchaser: As a result and subject to
the terms of the Irrevocable Proxy Agreement, Parent and Purchaser may be deemed
to have beneficial ownership of the shares of Common Stock subject to the
Irrevocable Proxy Agreement, and, accordingly, might be deemed to beneficially
own an aggregate of 2,010,992 shares of Common Stock which represent
approximately 36% outstanding Common Stock of the Company. Purchaser has the
sole power to vote an aggregate of 2,010,992 shares on certain matters. Other
than with respect to the provisions of the Irrevocable Proxy Agreement,
Purchaser does not have the right to vote the shares on any other matters.
Purchaser does not have any power to dispose or direct the disposition of any
shares of Common Stock of the Company.
(ii) Baum Group: Other than with respect to the
provisions of the Irrevocable Proxy Agreement, Baum Group has the sole power to
vote or to direct the vote of 1,448,100 shares, constituting approximately 26.8%
of the Common Stock. Baum Group also has the sole power to dispose or to direct
the disposition of 1,448,100 shares.
(iii) The Baum Trust: Other than with respect to the
provisions of the Irrevocable Proxy Agreement, the Baum Trust has the sole power
to vote or to direct the vote of 373,037 shares, constituting approximately 6.7%
of the Common Stock. The Baum Trust also has sole power to dispose or to direct
the disposition of 373,037 shares.
(iv) The Thomas Trust: Other than with respect to the
provisions of the Irrevocable Proxy Agreement, the Thomas Trust has the sole
power to vote or to direct the vote of 151,730 shares, constituting
approximately 2.7% of the Common Stock. The Thomas Trust also has sole power to
dispose or to direct the disposition of 151,730 shares.
<PAGE>
(c) During the past 60 days, each of the Baum Trust and the
Thomas Trust purchased 625 shares of Common Stock, which were purchased upon
exercise of options.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described below, or in the Offer to Purchase, which is
incorporated herein by reference, none of the Reporting Persons or, to the best
of their knowledge, any person named in Item 2 hereto, has any contract,
arrangement, understanding or relationship with any other person with respect to
any security of the Company. Concurrently with the execution of the Merger
Agreement, and as required by Parent and Purchaser, the Shareholders executed
the Irrevocable Proxy Agreement.
Merger Agreement. The following is a summary of the material terms of
the Merger Agreement. This summary is not a complete description of the terms
and conditions thereof and is qualified in its entirety by reference to the full
text of the Merger Agreement which is incorporated herein by reference.
The Merger Agreement provides that, on the terms and upon the
satisfaction of the conditions precedent contained therein, Purchaser will be
merged with and into the Company and the Company will become an indirect wholly
owned subsidiary of Parent. The respective obligations of each party to effect
the Merger are subject to the satisfaction on or prior to the closing of the
Merger, of each of the following conditions: (1) the Merger Agreement and the
Merger have been approved and adopted by the stockholders of the Company if
required by and in accordance with the Delaware General Corporation Law; (2) no
statute, rule, order, decree, regulation, executive order, ruling or temporary
or permanent injunction has been enacted, entered, promulgated or enforced by
any federal, state, local or foreign governmental entity of competent
jurisdiction which prohibits the consummation of the Merger or otherwise
materially limits or restricts ownership or operation of the business of the
entity surviving the Merger and all foreign or domestic governmental consents,
orders and approvals, including but not limited to approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, required for
the consummation of the Merger and the transactions contemplated by the Merger
Agreement have been obtained and are in effect at the effective time of the
Merger; and (3) Purchaser or an affiliate has purchased Shares pursuant to the
Offer and shall not materially limit or restrict ownership or operation of the
business of the entity surviving the Merger.
Irrevocable Proxy Agreement. The following is a summary of the material
terms of the Irrevocable Proxy Agreement. This summary is not a complete
description of the terms and conditions thereof and is qualified in its entirety
by reference to the full text of the Irrevocable Proxy Agreement which is
incorporated herein by reference.
<PAGE>
Pursuant to the terms of the Irrevocable Proxy Agreement, each
Shareholder constituted and appointed Ilene S. Gordon and Mike Hoover, and each
of them, each with the power of substitution, as the lawful proxies for each
Shareholder to vote all of the shares which each Shareholder is entitled to
vote, for and in the name, place and stead of each Shareholder, at any annual,
special or other meeting of the stockholders of the Company and at any
adjournment thereof, or pursuant to any consent in lieu of a meeting, at which
meeting or in connection with which consent action shall be taken (i) in favor
of the Merger, the execution and delivery by the Company of the Merger Agreement
and the approval of the terms thereof and each of the other actions contemplated
by the Merger Agreement and the Irrevocable Proxy Agreement and any actions
required in furtherance thereof and hereof, (ii) against any action or agreement
that would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or the Irrevocable Proxy Agreement; and (iii) against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporation transaction, such as a merger,
consolidation or other business combination involving the Company or its
subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its subsidiaries; (C)(1) any change
in a majority of the persons who constitute the board of directors of the
Company; (2) any change in the Bylaws; (3) any other material change in the
Company's corporate structure or business; or (4) any other action involving the
Company or its subsidiaries which is intended, or could reasonably be expected,
to impede, interfere with, delay, postpone, or materially adversely affect the
Merger and the transactions contemplated by this Agreement and the Merger
Agreement. The Irrevocable Proxy Agreement further provides that during the Term
(as defined in the Irrevocable Proxy Agreement) each Shareholder shall not (i)
directly or indirectly, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to or consent to the offer for
sale, transfer, tender, pledge, encumbrance, assignment or other disposition of,
any or all of such Shareholder's Shares or any interest therein, provided that
the Shareholder may tender his or her Shares in the tender offer contemplated by
the Merger Agreement; (ii) except as contemplated by this Agreement, grant any
proxies or powers of attorney, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any action
that would make any representation or warranty of such Shareholder contained
herein untrue or incorrect or have the effect of preventing or disabling the
Shareholder from performing the Shareholder's obligations under this Agreement.
The term of the Irrevocable Proxy Agreement is the period from the date
of execution of the Irrevocable Proxy Agreement until termination of the Merger
Agreement in accordance with its terms.
Director Options. Each of G. Kenneth Baum and William D. Thomas have
director options to purchase 5000 shares of Common Stock.
Thomas Pledge. William D. Thomas has pledged 150,000 shares of Common
Stock to secure a personal loan to Mr. Thomas from Bank of America.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated as of
October 13, 2000, by and among
Parent, Purchaser, and the Company, incorporated by reference
to the Schedule TO filed by Parent and Purchaser with the
Securities and Exchange Commission on October 30, 2000.
Exhibit 2 Irrevocable Proxy Agreement, dated as of Octobe
13, 2000, by and among each
of the Shareholders, Parent, Purchaser, and the Company,
incorporated by reference to the Schedule 14D-9 filed by the
Company with the Securities and Exchange Commission on October
30, 2000.
Exhibit 3 Offer to Purchase, dated October 30, 2000,
incorporated by reference to the
Schedule TO filed by Parent and Purchaser with the Securities
and Exchange Commission on October 30, 2000.
<PAGE>
SIGNATURE
Each Reporting Person agrees to the filing of this Schedule 13D, which
is being filed on behalf of each of them.
Each Reporting Person certifies that, after reasonable inquiry and to
the best of its knowledge and belief, the information set forth in this
statement is true, complete and correct.
Dated: November 7, 2000 PECHINEY PLASTIC PACKAGING, INC.
By /s/ Michael J. Hoover
------------------------------------------
Name: Michael J. Hoover
Title: Vice President, General Counsel
and Secretary
JPS ACQUISITION, INC.
By /s/ Michael J. Hoover
------------------------------------------
Name: Michael J. Hoover
Title: Secretary
GEORGE K. BAUM GROUP, INC.
By /s/ G. Kenneth Baum
------------------------------------------
Name: G. Kenneth Baum
G. Kenneth Baum, as trustee of the
G. KENNETH BAUM
REVOCABLE TRUST DTD 2/28/89,
as amended 12/8/94
By /s/ G. Kenneth Baum
------------------------------------------
William D. Thomas, as trustee of the
WILLIAM D. THOMAS
TRUST DTD 7/9/96
By /s/ William D. Thomas
------------------------------------------
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF PARENT AND PURCHASER
Set forth below is the name and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years,
of each director and executive officer of Parent and Purchaser. Each such person
is a citizen of the United States of America, with the exception of Christel
Bories, Alain Pasquier and Igor Playner who are citizens of France. Unless
otherwise indicated, the current business address of each such person is c/o
Pechiney Plastic Packaging, Inc., 8770 West Bryn Mawr Avenue, Mail Suite 064,
Chicago, Illinois 60631-3542. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to employment with the respective
entity. Directors of the respective entities are identified by an asterisk.
<TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
---- POSITIONS HELD DURING THE PAST FIVE YEARS
-----------------------------------------
<S> <C>
CHRISTEL BORIES* Ms. Bories (age 36) has served as the Chief Executive Officer of
7, place du Chancelier Adenauer Parent since May 1999. She has also served as Senior Executive
75218 Paris Cedex 16 Vice President, Packaging Sector of Parent's French parent,
France Pechiney, since December 1998. From April 1995 through
December 1998, he served as Senior
Executive Vice President, Strategy and
Control of Pechiney.
ILENE S. GORDON* Ms. Gordon (age 47) has served as the President of Parent since
July 1999. She also has served as Senior Vice President of
Pechiney since June 1999. From March 1997 to June 1999, she was
employed at Tenneco Packaging as Vice President & General
Manager, Folding Carton Division. From April 1994 to February
1997, she was employed at Tenneco Packaging as Vice President
of Operations.
MIKE J. HOOVER* Mr. Hoover (age 52) has served as Vice President, General Counsel
& Secretary of Parent since July 1999. From March 1997 to June
1999, he served as Vice President, Legal Affairs, Flexible
Packaging of American National Can Company. From September
1989 to February 1997, he served as Assistant General Counsel,
International of American National Can Company.
ROBERT J. MOSESIAN Mr. Mosesian (age 50) has served as Chief Financial Officer and
Vice President, Finance of Parent since July 1999. From July 1994
to June 1999, he served as Vice President Finance, Flexible
Packaging, of American National Can Company.
<PAGE>
ALAIN PASQUIER* Mr. Pasquier (age 51) has served as a director of Parent since July
7, place du Chancelier Adenauer 1999. He has also served as Senior Vice President, International
75218 Paris Cedex 16 and Government Affairs of Parent's French parent, Pechiney, since
France June 2000. From October 1999 through June 2000, he served as
Acting Chief Finance Officer of Pechiney. From 1997 through
October 1999, he served as Senior Vice President, Corporate
Finance of Pechiney. Previous to that time, he served as Group
General Secretary of Pechiney.
IGOR PLAYNER Mr. Playner (age 33) has served as Vice President, Strategy and
Business Development of Parent since July 1999. From April 1998
to June 1999, he served as Director of Strategy, Flexible Packaging
at American National Can Company. From April 1994 to March
1998, he served as Manager, Corporate Strategy of Parent's French
parent, Pechiney.
JEAN-PIERRE RODIER* Mr. Rodier (age 53) has served as Chairman of Parent since July
7, place du Chancelier Adenauer 1999. He has also served as Chairman and Chief Executive Officer
75218 Paris Cedex 16 of Parent's French parent, Pechiney, since July 1994.
France
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
---- POSITIONS HELD DURING THE PAST FIVE YEARS
-----------------------------------------
ILENE S. GORDON* Ms. Gordon (age 47) has served as President of Purchaser since its
inception in October 2000, and has served as President of Parent
since July 1999. She also has served as Senior Vice President of
Pechiney since June 1999. From March 1997 to June 1999, she was
employed at Tenneco Packaging as Vice President & General
Manager, Folding Carton Division. From April 1994 to February
1997, she was employed at Tenneco Packaging as Vice President
of Operations.
MIKE J. HOOVER* Mr. Hoover (age 52) has served as Secretary of Purchaser since its
inception in October 2000, and has served as Vice President,
General Counsel & Secretary of Parent since July 1999. From
March 1997 to June 1999, he served as Vice President, Legal
Affairs, Flexible Packaging of American National Can Company.
From September 1989 to February 1997, he served as Assistant
General Counsel, International of American National Can
Company.
ROBERT J. MOSESIAN* Mr. Mosesian (age 50) has served as Vice President of Purchaser
since its inception in October 2000, and has served as Chief
Financial Officer and Vice President, Finance of Parent since July
1999. From July 1994 to June 1999, he served as Vice President
Finance, Flexible Packaging, of American National Can Company.
<PAGE>
IGOR PLAYNER* Mr. Playner (age 33) has served as Vice President of Purchaser
since its inception in October 2000, and has served as Vice
President, Strategy and Business Development of Parent since July
1999. From April 1998 to June 1999, he served as Director of
Strategy, Flexible Packaging at American National Can Company.
From April 1994 to March 1998, he served as Manager, Corporate
Strategy of Parent's French parent, Pechiney.
</TABLE>
<PAGE>
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF GEORGE K. BAUM GROUP, INC.
Set forth below is the name and present principal occupation or employment, and
material occupations, positions, offices or employments for the past five years,
of each director and executive officer of George K. Baum Group, Inc. Each such
person is a citizen of the United States of America. Unless otherwise indicated,
the current business address of each such person is c/o George K. Baum Group,
Inc., 120 West 12th Street, Suite 800, Kansas City, Missouri 64105. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to employment with George K. Baum Group, Inc.. Directors of George K.
Baum Group, Inc. are identified by an asterisk.
<TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF GEORGE K. BAUM GROUP, INC.
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
---- POSITIONS HELD DURING THE PAST FIVE YEARS
-----------------------------------------
<S> <C>
G. KENNETH BAUM* Mr. Baum (age 70) has served as Chairman of the Board of Baum
Group since May 1994. He served as Chairman of the Board of
George K. Baum & Company, an investment banking firm, from
April 1982 until May 1994. Mr. Baum is also a Director of H&R
Block, Inc. and Interstate Bakeries Corporation.
WILLIAM D. THOMAS* Mr. Thomas (age 57) has served as Senior Managing Director of
George K. Baum Merchant Banc, LLC since May 1996. He has also
served as President of Baum Group since May 1994. From June 1991
until May 1994, he served as Vice Chairman of George K. Baum &
Company.
</TABLE>
