SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
DOLCO PACKAGING CORP.
(Successor by merger to Olson Industries, Inc.)
(Name of Issuer)
PREFERRED STOCK, par value $0.01 per share
(Title of Class of Securities)
256592 20 5
(CUSIP Number)
John Scriven
Vice President and General Counsel
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
(517) 636-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1996
(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 [ ].
Check the following box if a fee is being paid with this statement [ ].
CUSIP No. 256592 20 5
1) Name of Reporting Person and its The Dow Chemical Company
I.R.S. Identification No. I.R.S. Identification No.
38-1285128.
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X ]
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 7) Sole Voting Power 795,024; 43.6%
Shares
Beneficially 8) Shared Voting Power *
Owned by
Each 9) Sole Dispositive Power 795,024; 43.6%
Reporting
Person With 10) Shared Dispositive Power *
11) Aggregate Amount Beneficially 795,024: 43.6%
owned by Each Reporting Person
as of December 12, 1995
12) Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
*See Items 4(d) and 5(a) for agreements among shareholders.
13) Percent of Class Represented by 43.6%
Amount in Row (11) as of
December 12, 1995
14) Type of Reporting Person CO
This Schedule 13D relates to 795,024 shares of Preferred Stock, $0.01 par
value per share (the "Preferred Stock"), of Dolco Packaging Corp., a
Delaware corporation (the "Issuer"), currently owned by The Dow Chemical
Company, a Delaware corporation ("Dow"), and originally acquired as part
of the Issuer's Chapter 11 plan of reorganization.
Amendment No. 1 to this Schedule 13D is being filed to reflect that as of
January 23, 1996, Dow has granted an Irrevocable Proxy to the principals of
MST Partners, L.P., and MST Offshore Partners C.V. (collectively, the
"Purchaser") to vote the Preferred Stock and the Issuer's Common Stock,
$0.01 par value per share (the "Common Stock"), held by Dow in favor of
adoption of the Agreement and Plan of Merger, dated as of November 7, 1995,
described in the Irrevocable Proxy set forth on Exhibit A to this Amendment
No. 1.
Item 1. Security and Issuer
The title of the class of equity securities to which this statement relates
is Preferred Stock, $0.01 par value per share. Although the Preferred Stock
was not registered under Section 12(g) of the Securities Exchange Act of 1934
at the time of its receipt, it became so registered on April 16, 1992.
The name of the Issuer and address of its principal executive offices are:
Dolco Packaging Corp.
13400 Riverside Drive
Suite 200
P.O. Box 5346
Sherman Oaks, CA 91413-5346
Item 2. Identity and Background
Dow was incorporated in 1947 under Delaware law and is the successor to a
Michigan corporation of the same name organized in 1897. Dow is engaged
in the manufacture and sale of chemicals, plastic materials, agricultural
and consumer products, and other specialized products. Its principal
executive offices are located at 2030 Dow Center, Midland, Michigan 48674,
telephone (517) 636-1000. Except as otherwise indicated by the context,
the term "Dow" as used herein means The Dow Chemical Company and its
consolidated subsidiaries.
A list of certain of Dow's Executive Officers, all having business
addressees which are the same as Dow's principal executive offices, is set
forth below:
Chairman of the Board Frank P. Popoff
President and CEO William S. Stavropoulos
Financial Vice President, Treasurer
and Chief Financial Officer J. Pedro Reinhard
Executive Vice President Enrique C. Falla
Group Vice President Anthony J. Carbone
Group Vice President Michael D. Parker
A list of the Dow's Directors, their addresses and their principal occupation
or employment is noted below:
Jacqueline K. Barton Barbara H. Franklin
California Institute of Technology Barbara Franklin Enterprises
Division of Chem. & Chem. Engr. 2600 Virginia Avenue NW
Mail Code 127-72 Washington, DC 20037
Pasadena, CA 91125
David T. Buzzelli Allan D. Gilmour
The Dow Chemical Company 36 Blair Lane
2030 Dow Center Dearborn, MI 48120
Midland, MI 48674
Anthony J. Carbone William J. Neely
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Fred P. Corson Michael D. Parker
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
John C. Danforth Frank P. Popoff
Bryan Cave LLP The Dow Chemical Company
One Metropolitan Square, Suite 3600 2030 Dow Center
211 N. Broadway Midland, MI 48674
St. Louis, MO 63102-2750
Willie D. Davis J. Pedro Reinhard
All Pro Broadcasting, Inc. The Dow Chemical Company
161 N. LaBrea Avenue 2030 Dow Center
Inglewood, CA 90301 Midland, MI 48674
Michael L. Dow Harold T. Shapiro
Michael L. Dow, Associates Princeton University
General Aviation Building 1 Nassau Hall
Capital City Airport Princeton, NJ 08544
Lansing, MI 48906
Joseph L. Downey William S. Stavropoulos
The Dow Chemical Company The Dow Chemical Company
2030 Dow Center 2030 Dow Center
Midland, MI 48674 Midland, MI 48674
Enrique C. Falla Paul G. Stern
The Dow Chemical Company Thayer Capital Partners
2030 Dow Center 901 Fifteenth Street, N.W.
Midland, MI 48674 Washington, DC 20005
Of the foregoing Executive Officers and Directors, all are United States
citizens except J. Pedro Reinhard and Michael D. Parker who are citizens of
Brazil and Great Britain, respectively.
During the past five years, none of Dow's foregoing Executive Officers or
Directors has been convicted in criminal proceeding or been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which has resulted in any such Executive Officers or Directors
being made 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
Dow acquired 1,089,065 shares of the Issuer's Preferred Stock, plus 349,693
shares of the Issuer's Common Stock, in exchange for $5,755,032.15 in
unsecured trade receivables owed to it by the Issuer whose Chapter 11 plan
of reorganization became effective on July 29, 1991. As such, the source
of funds was working capital. After a three-for-two stock split in the
form of a 50% stock dividend on September 30, 1994, Dow owned and continues
to own as of the date hereof, 524,539 shares of Common Stock.
Item 4. Purpose of Transaction
Dow acquired 1,089,065 shares of Preferred Stock and 349,693 shares of the
Common Stock as part of the Issuer's Chapter 11 plan of reorganization and,
accordingly, will hold such shares for investment purposes only. When
originally acquired, only the Common Stock was registered under Section
12(g) of the Securities Exchange Act of 1934, so the initial 13D filing was
done with respect to the Common Stock only. On April 16, 1992, Dolco
registered the Preferred Stock under Section 12(g) of the Securities
Exchange Act of 1934.
On April 15, 1993, the Issuer announced its intention to redeem effective
June 1, 1993 an aggregate of 175,000 shares of its Preferred Stock at the
stated redemption price of $4.00 per share, plus accrued and unpaid
dividends. Such redemption applied to 7% of the outstanding shares of
Preferred Stock owned of record by each stockholder. Pursuant to this
redemption, 76,235 shares of the Issuer's Preferred Stock beneficially
owned by Dow were redeemed effective June 1, 1993, for an aggregate
redemption price of $304,940 plus accrued and unpaid dividends. As a
result of such redemption, Dow then held 1,012,830 shares of the Issuer's
Preferred Stock. See the Notice of Redemption dated April 15, 1993 filed
as an Exhibit to Dow's Amendment No. 2 to Schedule 13D with respect to the
Common Stock filed with the SEC on June 8, 1993, incorporated herein by
this reference.
A second redemption of Preferred Stock was announced on February 28, 1994,
effective March 31, 1994, with respect to an aggregate of 250,000 shares of
Preferred Stock. Pursuant to this second redemption, Dow received a total
amount of $435,520.00 in exchange for 108,880 shares of Preferred Stock,
leaving Dow with a balance of 903,950 shares.
A third redemption of Preferred Stock was effective June 30, 1995. Pursuant
to this third redemption, Dow received a total amount of $435,704 in exchange
for 108,926 shares of Preferred Stock, leaving Dow a balance of 795,024
shares.
(a)-(c) Not applicable.
(d) Pursuant to the Voting Agreement between Dow, Huntsman Chemical
Corporation ("Huntsman") and Whirlpool Financial Corporation
("Whirlpool"), a copy of which is attached as Exhibit B to Dow's
initial Schedule 13D filing with respect to the Common Stock filed
with the SEC on August 8, 1991 and incorporated herein by this
reference, the number of directors of the Issuer is set at five (5).
Two (2) of the directors will be designated by Dow, one (1) each by
Huntsman and Whirlpool and a fifth will be designated by a majority
of Dow, Huntsman and Whirlpool, with Dow having two (2) votes in
such designation and each of Huntsman and Whirlpool having one
(1) vote.
(e)-(j) Not applicable.
Item 5. Interest in Securities of the Issuer
(a)-(b) Dow owns 795,024 shares of Preferred Stock, $0.01 par value per
share, of the Issuer which constitutes approximately 43.6% of the
issued and outstanding Preferred Stock of the Issuer. In addition,
Dow owns 524,539 shares of Common Stock, $0.01 par value per share,
of the Issuer which constitutes approximately 35.7% of the issued
and outstanding Common Stock of the Issuer. Dow has the sole power
to vote and dispose of all Preferred Stock and Common Stock owned
by it, except that Dow has granted the Irrevocable Proxy attached
as Exhibit A to this Amendment No. 1 and has agreed with Huntsman
and Whirlpool, pursuant to the Voting Agreement: (i) to vote for
directors of the Issuer in the manner specified in the response to
Item 4(d) above, which response is hereby incorporated by this
reference; and (ii) to not sell its shares of Preferred Stock
(except for redemption by the Issuer) and Common Stock for a
period of two (2) years commencing on the day following the
Effective Date (as defined in the Voting Agreement), which period
has now expired.
To the best of Dow's knowledge, none of the directors or officers
of Dow beneficially own any Preferred Stock or Common Stock of the
Issuer. Although Dow is a party to the Voting Agreement along
with Huntsman and Whirlpool, Dow specifically disclaims the existence
of any group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934; and specifically disclaims any beneficial
ownership of the shares of Preferred Stock and/or Common Stock
owned by either Huntsman or Whirlpool.
(c)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Dow, Huntsman and Whirlpool entered into a Voting Agreement as of the
Effective Date, the Basic provisions of which are described in Item 5(a)-(b)
above and incorporated herein by this reference.
As of January 23, 1996, Dow has granted an Irrevocable Proxy to the
principals of the Purchaser to vote the Common Stock and the Preferred Stock
held by Dow at any meeting of the Issuer or otherwise (i) in favor of
adoption of the Agreement and Plan of Merger, dated as of November 7, 1995,
as amended (the "Merger Agreement"), among the Issuer, the Purchaser and
Packaging Acquisition Corp., provided that the terms of the Merger Agreement
shall not have been amended to reduce the consideration to be received by
the holders of Common Shares and Preferred Shares, and (ii) against any
other proposal (Including any proposals raised by, or initiated by,
Purchaser or any of its affiliates) involving the merger, consolidation,
sale of assets, business combination or other transaction resulting in a
charge in control of the Issuer. The Irrevocable Proxy will terminate
February 29, 1996. It is expected that such shares will be voted in favor
of the merger. A copy of the Irrevocable Proxy is attached as Exhibit A
to this Amendment No. 1.
Item 7. Material to be File as Exhibits
Attached hereto as an Exhibit is:
Exhibit A - Irrevocable Proxy, dated January 23, 1996.
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.
Dated: February 12, 1996 THE DOW CHEMICAL COMPANY
By: \s\ J. Pedro Reinhard
Title: Financial Vice President,
Treasurer and
Chief Financial Officer
IRREVOCABLE PROXY
In consideration of the negotiations and discussions which have
occurred to date between Dolco Packaging Corp. (the "Company"), MST Partners,
L.P. ("MST L.P.") and MST Offshore Partners C.V. ("MST C.V.") (MST L.P. and
MST C.V. collectively referred to as "Purchaser") and in order to induce
Purchaser to execute and deliver the Agreement and Plan of Merger among
Purchaser, Packaging Acquisition Corp. and the Company, dated as of
November 7, 1995, as may be amended (the "Merger Agreement"), and to proceed
with the merger, pursuant to which the undersigned, as (a) holder of shares
of Common Stock, par value $.01 per share ("Common Stock"), of the Company,
will receive an amount in cash equal to $21.00 per share, and/or (b) a holder
of shares of Preferred Stock, par value $.01 per share ("Preferred Stock"),
of the Company, will receive an amount in cash equal to $4.00 per share, plus
accrued and unpaid dividends thereon, the undersigned hereby irrevocably
appoints J. Andrew McWethy, Barry A. Solomon and Stephen A. Tuttle, and each
of them, or any other designee of Purchaser, the attorneys and proxies of
the undersigned, with full power of substitution, to vote all of the shares
of the Common Stock and Preferred Stock now owned or hereafter acquired by
the undersigned which the undersigned is entitled to vote (the "Shares") at
any meeting (whether annual or special and whether or not an adjourned
meeting) of the Company or otherwise (i) in favor of adoption of the Merger
Agreement and each of the transactions contemplated by the Merger Agreement,
provided that the terms of the Merger Agreement shall not have been amended
to reduce the consideration to be received by the holders of shares of
Common Stock and Preferred Stock, and (ii) against any other proposal
(including any proposals raised by, or initiated by, Purchaser or any of
its affiliates) involving the merger, consolidation, sale of assets,
business combination or other transaction resulting in a change in control
of the Company.
This Proxy is coupled with an interest and is irrevocable. This Proxy
will terminate at 5:00 p.m., Eastern Standard Time, on February 29, 1996.
This Proxy shall be governed by and construed and enforced in accordance
with the internal laws of the State of Delaware.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
The undersigned further agrees that it will not voluntarily sell,
assign, transfer or otherwise convey any of the Shares prior to the
termination of this Proxy.
THE DOW CHEMICAL COMPANY
By: \s\
Name: J. P. Reinhard
Title: Financial Vice President,
Treasurer and Chief Financial Officer
Dated: As of January 23, 1996
