SPINNAKER INDUSTRIES INC
SC 13G, 2000-03-01
CONVERTED PAPER & PAPERBOARD PRODS (NO CONTANERS/BOXES)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                          (Amendment No. ____________)*

                           SPINNAKER INDUSTRIES, INC.
         ---------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
         ---------------------------------------------------------------
                         (Title of Class of Securities)

                                   848926 20 0
         ---------------------------------------------------------------
                                 (CUSIP Number)

                                July 30, 1998 (1)
         ---------------------------------------------------------------
              Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

            [ ] Rule 13d-1(b)

            [x] Rule 13d-1(c)

            [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


        POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
        CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
        DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1745 (02-00)



                                  Page 1 of 7
<PAGE>   2


CUSIP No. 232503 102

1. Names of Reporting Persons                                     tesa tape inc.
                             ---------------------------------------------------
   I.R.S. Identification Nos. of above persons (entities only)    22-1929329
                                                              ------------------

2. Check the appropriate Box if a Member of a Group (See Instructions)

            (a)
                ----------------------------------------------------------------
            (b)
                ----------------------------------------------------------------

- --------------------------------------------------------------------------------

3.          SEC Use Only
                        --------------------------------------------------------

- --------------------------------------------------------------------------------

4.          Citizenship or Place of Organization                  Delaware
                                                --------------------------------

Number of          5. Sole Voting Power                           200,000 (1)(2)
Shares Bene-                           -----------------------------------------
ficially by        6. Shared Voting Power                         None
Owned by                                 ---------------------------------------
Each Reporting     7. Sole Dispositive Power                      200,000 (1)
Person With:                                ------------------------------------
                   8. Shared Dispositive Power                    None
                                              ----------------------------------

- --------------------------------------------------------------------------------

9. Aggregate Amount Beneficially Owned by Each Reporting Person   200,000 (1)
                                                               -----------------

- --------------------------------------------------------------------------------

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)
                 ---------------------------------------------------------------

11. Percent of Class Represented by Amount in Row (9)             5.3% (1)(2)
                                                     ---------------------------

- --------------------------------------------------------------------------------

12. Type of Reporting Person (See Instruction)                    CO
                                              ----------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------



                                  Page 2 of 7
<PAGE>   3



- --------------------------------------------------------------------------------
                          INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

(1)          Names and I.R.S. Identification Numbers of Reporting Persons-
             Furnish the full legal name of each person for whom the report is
             filed - i.e., each person required to sign the schedule itself -
             including each member of a group. Do not include the name of a
             person required to be identified in the report but who is not a
             reporting person. Reporting persons that are entities are also
             requested to furnish their I.R.S. identification numbers, although
             disclosure of such numbers is voluntary, not mandatory (see
             "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).

(2)          If any of the shares beneficially owned by a reporting person are
             held as a member of a group and that membership is expressly
             affirmed, please check row 2(a). If the reporting person disclaims
             membership in a group or describes a relationship with other
             persons but does not affirm the existence of a group, please check
             row 2(b) [unless it is a joint filing pursuant to a Rule
             13d-1(k)(1) in which case it may not be necessary to check row
             2(b)].

(3)          The third row is for SEC internal use; please leave blank.

(4)          Citizenship or Place of Organization - Furnish citizenship if the
             named reporting person is a natural person. Otherwise, furnish
             place of organization.

(5)-(9),(11) Aggregate Amount Beneficially Owned By Each Reporting Person, Etc.
             - Rows (5) through (9) inclusive, and (11) are to be completed in
             accordance with the provisions of Item 4 of Schedule 13G. All
             percentages are to be rounded off to the nearest tenth (one place
             after decimal point).

(10)         Check if the aggregate amount reported as beneficially owned in row
             (9) does not include shares as to which beneficial ownership is
             disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the
             Securities Exchange Act of 1934.

(12)         Type of Reporting Person - Please classify each "reporting person"
             according to the following breakdown (see item 3 of Schedule 13G)
             and place the appropriate symbol on the form:

                         Category                                Symbol
                   Broker Dealer                                   BD
                   Bank                                            BK
                   Insurance Company                               IC
                   Investment Company                              IV
                   Investment Adviser                              IA
                   Employee Benefit Plan, Pension Fund,
                       or Endowment Fund                           EP
                   Parent Holding Company/Control Person           HC
                   Savings Association                             SA
                   Church Plan                                     CP
                   Corporation                                     CO
                   Partnership                                     PN
                   Individual                                      IN
                   Other                                           OO

Notes:

             Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.

             Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.

             Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarify and size (Securities Exchange Act Rule 12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

             Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.

             Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of determining
and disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.

                                  Page 3 of 7
<PAGE>   4
             Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

             Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.               Statements filed pursuant to Rule 13d-1(b) containing the
                 information required by this schedule shall be filed not later
                 than February 14 following the calendar year covered by the
                 statement or within the time specified in Rules 13d-1(b)(2) and
                 13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be
                 filed within the time specified in Rules 13d-1(c), 13d-2(b) and
                 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
                 filed not later than February 14 following the calendar year
                 covered by the statement pursuant to Rules 13d-1(d) and
                 13d-2(b).

B.               Information contained in a form which is required to be filed
                 by rules under section 13(f) (15 U.S.C. 78m(f)) for the same
                 calendar year as that covered by a statement on this schedule
                 may be incorporated by reference in response to any of the
                 items of this schedule. If such information is incorporated by
                 reference in this schedule, copies of the relevant pages of
                 such form shall be filed as an exhibit to this schedule.

C.               The item numbers and captions of the items shall be included
                 but the text of the items is to be omitted. The answers to the
                 items shall be so prepared as to indicate clearly the coverage
                 of the items without referring to the text of the items. Answer
                 every item. If an item is inapplicable or the answer is in the
                 negative, so state.

- --------------------------------------------------------------------------------

ITEM 1.

<TABLE>
                 <S>                                                                           <C>
                 (a)   Name of Issuer                                                          Spinnaker Industries, Inc.
                 (b)   Address of Issuer's Principal Executive Offices                         600 North Pearl Street
                                                                                               Suite 2160
                                                                                               Dallas, TX 75201
ITEM 2.

I.               (a)   Name of Person Filing                                                   tesa tape, inc.
                 (b)   Address of Principal Business Office or, if none, Residence             5825 Carnegie Boulevard
                                                                                               Charlotte, NC 28209
                 (c)   Citizenship                                                             U.S.
                 (d)   Title of Class of Securities                                            Common Stock
                 (e)   CUSIP Number                                                            848926 20 0
</TABLE>

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

<TABLE>
<S>                    <C>
                 (a)   [ ]  Broker or dealer registered under section 15 of the Act (15 U.S.C. 780);
                 (b)   [ ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
                 (c)   [ ]  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
                 (d)   [ ]  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
                 (e)   [ ]  An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
                 (f)   [ ]  An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
                 (g)   [ ]  A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
                 (h)   [ ]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
                 (i)   [ ]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
                            the Investment Company Act of 1940 (15 U.S.C. 80a-3);
                 (j)   [ ]  Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
</TABLE>

ITEM 4. OWNERSHIP
             Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.

<TABLE>
<S>                                                                                      <C>
I.               (a)   Amount beneficially owned:                                        200,000 (1)
                 (b)   Percent of class:                                                 5.3%    (1)(2)
                 (c)   Number of Shares as to which the person has:
                       (i)   Sole power to vote or to direct the vote:                   200,000 (1)(2)
                       (ii)  Shared power to vote or to direct the vote:                  None
                       (iii) Sole power to dispose or to direct the disposition of:      200,000 (1)
                       (iv)  Shared power to dispose or to direct the disposition of:     None
</TABLE>

                                  Page 4 of 7
<PAGE>   5

Instruction: For computation regarding securities which represent a right to
acquire an underlying security see Section 240.13d-3(d)(1).


ITEM 5.      OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS

             If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.


ITEM 6.      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

             No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities.


ITEM 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

             Not applicable.


ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

             Not applicable.

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP

             Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.


ITEM 10.  CERTIFICATION

             By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.





                                  Page 5 of 7
<PAGE>   6


                                    SIGNATURE

             After reasonable 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.


                                        March 1, 2000

                                        tesa tape, inc.



                                        By      /s/Stephen B. Jones
                                          ---------------------------------
                                        Name:   Stephen B. Jones
                                        Title:  V.P. Finance & C.F.O.




                                  Page 6 of 7

<PAGE>   1


                                    EXHIBIT A



Notes

(1) The reporting person acquired 200,000 shares of the Issuer's Common Stock as
part of the purchase price of its Electrical Tape Business on July 30, 1998 in a
transaction described in the Issuer's 1998 Form 10-K filed as of March 29, 1999
(the "1999 10-K"). The Issuer's 1999 10-K describes the reporting person's
holdings, but does not describe the reporting person as a 5% holder. The
Issuer's Common Stock and Class A Common Stock enjoy  the same rights and
priorities upon liquidation or dissolution and vote together as one class on
all matters except as otherwise provided by law, except each share of Common
Stock held by the reporting person is entitled to 1/10 of one vote and each
share of Class A Common Stock is entitled to 1 vote. Thus, the reporting person
holds 2.7% of such common stock voting as a single class and 0.5% of the total
voting control of the Issuer. The Issuer's Form 8A filed as of August 13, 1996
listed a single class of Common Stock while describing the designation of
rights of the Class A Common Stock and the Common Stock. The Issuer's Form 8A
filed as of March 16, 1998, however, lists the Class A Common Stock and the
Common Stock as separate classes. The reporting party disclaims the existence
of separate classes of common stock for purposes of Section 13 of the Exchange
Act and disclaims beneficial ownership of more than five percent of such common
stock of the Issuer.


(2) The Issuer's Common Stock and Class A Common Stock vote together as one
class on all matters except as otherwise provided by law and the reporting
person holds 0.5% of the total voting control of the Issuer. See Note 1.




                                  Page 7 of 7


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