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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
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
Pechiney Plastic Packaging, Inc.
8770 West Bryn Mawr Avenue
Mail Suite 064
Chicago, Illinois 60631-3542
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 29, 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. [_]
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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 5,336,188
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,336,188
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,336,188
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96%
14 TYPE OF REPORTING PERSON
CO
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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 5,336,188
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,336,188
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,336,188
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
96%
14 TYPE OF REPORTING PERSON
CO
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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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
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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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
OO
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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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
OO
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This Amendment No. 1 amends and supplements the filing persons' Schedule 13D
filed with the SEC on November 7, 2000 (the "Schedule 13D"). All capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
those terms in the Schedule 13D.
Item 4 is amended and supplemented as follows:
Item 4. Purpose of Transaction
On October 30, 2000, JPS Acquisition, Inc., a Delaware corporation
("Purchaser"), commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of JPS Packaging Company, a Delaware corporation (the "Company"). The
Offer expired at 5:00 p.m. New York City Time on November 28, 2000. On November
29, 2000, Purchaser accepted for payment at a price of $7.86 per share all of
the 5,336,188 shares of Common Stock validly tendered and not previously
withdrawn in response to the Offer. As a result, Purchaser is the beneficial
owner of approximately 96% of the issued and outstanding shares of Common Stock,
and Purchaser intends to merge with and into the Company as promptly as
practicable.
Item 5 is amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer
(a) Purchaser is the record owner of 5,336,188 shares of Common Stock
which represent 96% of the total issued and outstanding shares of Common Stock.
Pechiney Plastic Packaging, Inc. ("Parent") is deemed to beneficially own all of
the shares of Common Stock beneficially owned by Purchaser.
(b)
(i) Parent (with Purchaser, its wholly-owned subsidiary) has the
sole power to vote or to direct the vote and to dispose or direct the
disposition of the 5,336,188 shares of Common Stock as beneficially owned by
Parent in Item 5(a).
(ii) George K. Baum Group, Inc., a Delaware corporation (the
"Baum Group") tendered its 1,448,100 shares to Purchaser in the Offer, G.
Kenneth Baum Revocable Trust, DTD 2/28/89, as amended 12/8/94 (the "Baum
Trust"), tendered its 373,037 shares to Purchaser in the Offer, and William D.
Thomas Trust, DTD 7/9/96 (the "Thomas Trust") tendered its 151,730 shares to
Purchaser in the Offer.
(c) On November 29, 2000, Purchaser accepted for payment at a price of
$7.86 per share all of the 5,336,188 shares of Common Stock validly tendered and
not previously withdrawn in response to the Offer. Also during the past 60 days,
the Baum Group tendered its 1,448,100 shares to Purchaser in the Offer, the Baum
Trust tendered its 373,037 shares to Purchaser in the Offer, and the Thomas
Trust tendered its 151,730 shares to Purchaser in the Offer.
(d) Not applicable.
(e) On November 29, 2000, as indicated above, the Baum Group, the Baum
Trust and the Thomas Trust ceased to be beneficial owners of more than 5% of the
Common Stock.
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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: December 1, 2000
PECHINEY PLASTIC PACKAGING, INC. JPS ACQUISITION, INC.
By /s/ Mike J. Hoover By /s/ Mike J. Hoover
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Name: Mike J. Hoover Name: Mike J. Hoover
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Title: Vice President, General Title: Secretary
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Counsel and Secretary
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GEORGE K. BAUM GROUP, INC. G. Kenneth Baum, as trustee of the
G. KENNETH BAUM
REVOCABLE TRUST DTD 2/28/89,
By /s/ George K. Baum as amended 12/8/94
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Name: George K. Baum
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Title: Chairman By /s/ George K. Baum
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William D. Thomas, as trustee of the
WILLIAM D. THOMAS
TRUST DTD 7/9/96
By /s/ William D. Thomas
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