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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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JPS PACKAGING COMPANY
(Name of Subject Company)
JPS PACKAGING COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
46623H102
(CUSIP Number of Class of Securities)
John T. Carper
JPS Packaging Company
4200 Somerset Drive, Suite 208
Prairie Village, Kansas 66208
(913) 381-0008, ext. 102
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Thomas W. Van Dyke, Esq.
Bryan Cave LLP
7500 College Boulevard, Suite 1100
Overland Park, Kansas 66210
(913) 338-7700
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement"), originally filed by JPS
Packaging Company, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "SEC") on October 30, 2000, relating to the
tender offer by JPS Acquisition, Inc., a Delaware corporation ("Purchaser")
and a wholly-owned subsidiary of Pechiney Plastic Packaging, Inc., a Delaware
corporation ("Parent"), disclosed in a Tender Offer Statement on Schedule TO
(as amended, the "Schedule TO"), originally filed by Purchaser and Parent with
the SEC on October 30, 2000, to purchase all the outstanding shares of the
Company's Common Stock, $.01 par value (the "Shares") at a purchase price of
$7.86 per Share, net to the seller in cash, without interest (the "Offer
Price"), upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated October 30, 2000 and filed as Exhibit (a)(1) to the
Schedule TO (the "Offer to Purchase"), and the related Letter of Transmittal
filed as Exhibit (a)(2) to the Schedule TO (the "Letter of Transmittal" which,
together with the Offer to Purchase, as they may be amended and supplemented
from time to time, constitute the "Offer").
Unless otherwise indicated herein, all capitalized terms used but not
defined herein shall have the respective meanings assigned to them in the
Statement.
The Statement is hereby supplemented and/or amended as provided below.
Item 8. Additional Information.
Item 8 of the Statement is amended by adding the following as a new
paragraph at the end of subparagraph (e) under Item 8:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), applicable to Purchaser's pending
acquisition of the Company was terminated on November 8, 2000. A copy of
the press release announcing the early termination of the waiting period
under the HSR Act is incorporated by reference to Exhibit (a)(10) of
Amendment No. 2 to the Schedule TO, filed with the SEC on November 14,
2000.
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SIGNATURE
After due 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.
JPS Packaging Company
/s/ John T. Carper
By: _________________________________
John T. Carper
President and Chief Financial
Officer
Dated: November 14, 2000
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