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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ROPAK CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 par value
(Title of Class of Securities)
776670 10 1
(CUSIP Number)
David Williams
Deykin Avenue
Witton, Birmingham B6 7HY, United Kingdom (011-44-21-238-2400)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 29, 1994
(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 the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP No. 776670 10 1
_________________________________________________________________
1 NAMES OF REPORTING PERSON S.S. OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LINPAC MOULDINGS LIMITED
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(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
United Kingdom
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 2,536,532
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,529,213
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,536,532
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This Schedule 13D Amendment No. 5 is filed with respect to the
Common Stock, $.01 par value (the "Common Stock"), of Ropak Corporation, a
Delaware corporation (the "Company"). The address of the principal
executive offices of the Company is 660 South State College Boulevard,
Fullerton, California 92631.
Item 2. Identity and Background
This Amendment is filed on behalf of LINPAC Mouldings Limited, a
United Kingdom corporation ("LINPAC"). The address of LINPAC's principal
business and principal office is Deykin Avenue, Witton, Birmingham B6 7HY,
United Kingdom. LINPAC's principal business is injection moulding for
plastic products. The following persons are the directors and executive
officers of LINPAC:
Business Principal
Name Position Address Occupation
M.J. Cornish Chairman LINPAC Group Limited Chairman &
and Director Evan Cornish House Managing
Windsor Road Director
Louth LN11 OLX of LINPAC
United Kingdom Group
D.A. Williams Managing LINPAC Mouldings Managing
Director Limited Director
Deykin Avenue, of LINPAC
Witton,
Birmingham B6 7HY
United Kingdom
J.L. Doughty Finance LINPAC Mouldings Financial
Director Limited Director
Deykin Avenue, of LINPAC
Witton,
Birmingham B6 7HY
United Kingdom
R. Heaton Director LINPAC Mouldings Director
Limited of LINPAC
Deykin Avenue,
Witton,
Birmingham B6 7HY
United Kingdom
B. Taylor Director LINPAC Mouldings Director
Limited of LINPAC
Deykin Avenue,
Witton,
Birmingham B6 7HY
United Kingdom
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J.P. Thorp Director LINPAC Mouldings Director
Limited of LINPAC
Deykin Avenue,
Witton,
Birmingham B6 7HY
United Kingdom
LINPAC is a wholly-owned subsidiary of LINPAC Group Limited, a United
Kingdom corporation ("Group"). The address of Group's principal business
and principal office is Evan Cornish House, Windsor Road, Louth,
Lincolnshire, LN11 OLX, United Kingdom. Group's principal business is to
serve as a holding company. The following persons are the directors and
executive officers of Group:
Business Principal
Name Position Address Occupation
M.J. Cornish Chairman LINPAC Group Limited Chairman
and Managing Evan Cornish House and
Director Windsor Road Managing
(Executive) Louth LN11 OLX Director
United Kingdom of LINPAC
Group
H.M. Paisner Director Paisner & Co. Solicitor
(Non- Bouverie House
Executive) 154 Fleet Street
London
EC4A 2DQ
United Kingdom
LINPAC GROUP Limited
S.F. Robin Director 5 Kensington Retired
(Non- High Street
Executive) London
W8 5NP
United Kingdom
A.T. Smith Secretary and LINPAC Group Limited Secretary
Financial Evan Cornish House and
Director Windsor Road Financial
(Executive) Louth LN11 OLX Director
United Kingdom of Group
R.A. Lang Director LINPAC INC President
(Executive) 6400 Powers Ferry Rd NW of LINPAC
Suite 345 INC
Atlanta
Georgia 30339-2097
USA
M.C. Anderson Director LINPAC Plastics Managing
(Executive) International Limited Director
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Al Business Park of LINPAC
Knottingley WF11OBS Plastics
United Kingdom Interna-
tional
Limited
D.A. Williams Director LINPAC Mouldings Limited Managing
(Executive) Deykin Avenue, Director
Witton, of LINPAC
Birmingham B6 7HY Mouldings
United Kingdom Limited
R.B. Redding Director LINPAC Containers Managing
(Executive) International Limited Director
Evan Cornish House of LINPAC
Windsor Road Containers
Louth LN11 OLX Interna-
United Kingdom tional
Limited
All of the foregoing individuals are citizens of the United
Kingdom. During the past five years, neither LINPAC, Group nor any of
their directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor was
or is any such person 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
LINPAC acquired the shares of Common Stock described in Item 5(c)
below with internally generated funds.
Item 4. Purpose of Transaction
LINPAC has proposed a merger of a subsidiary of LINPAC into the
Company whereby shareholders of the Company, other than LINPAC, would
receive $10.50 per share in cash for their Common Stock ("Merger"). See
Form 13D Amendment No. 2 and Form 13D Amendment No. 3 for additional
information on the proposed Merger. The terms of the Merger were rejected
by a Special Committee of the Board of Directors of the Company. During
the period from December 2, 1994 through Friday, December 16, 1994, LINPAC
has agreed with the Company not to purchase any Common Stock in addition to
the Common Stock beneficially owned (as reported in Item 5(a)). After
December 16, 1994, LINPAC may purchase additional shares of Common Stock
through any available means. LINPAC is currently evaluating all of its
alternatives with respect to its investment in the Company.
Item 5. Interest in Securities of the Issuer
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(a) The aggregate number of shares of Common Stock beneficially
owned by LINPAC within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 is 2,536,532 or 50.6% of the total amount outstanding.
(b) LINPAC has the sole power to vote and to direct the
disposition of all the shares of Common Stock beneficially owned by it.
(c) Since Schedule 13D Amendment No. 4 was filed with the
Securities and Exchange Commission on November 10, 1994, LINPAC has
obtained beneficial ownership of an additional 322,250 shares of Common
Stock. The following shares were purchased in transactions on the
NASDAQ/NMS: on November 11, 1994, LINPAC purchased 5,500 shares of Common
Stock for $10 1/4 per share; on November 14, 1994, LINPAC purchased 4,500
shares of Common Stock for $10 1/4 per share; on November 15, 1994, LINPAC
purchased 4,000 shares of Common Stock for $10 1/4 per share; on
November 16, 1994, LINPAC purchased 2,000 shares of Common Stock for $10
1/4 per share; on November 17, 1994, LINPAC purchased 17,000 shares of
Common Stock for $10 1/4 per share; on November 21, 1994, LINPAC purchased
3,000 shares of Common Stock for $10 1/4 per share; on November 22, 1994,
LINPAC purchased 1,500 shares of Common Stock for $10 1/4 per share; on
November 23, 1994, LINPAC purchased 750 shares of Common Stock for $10 1/4
per share. On November 29, 1994, LINPAC purchased 284,000 shares of Common
Stock from Fidelity for a purchase price of $10.50 per share in a private
transaction.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
LINPAC has agreed with the Company not to purchase any Common
Stock in addition to the Common Stock already beneficially owned by it (See
Exhibit J).
Item 7. Material to Be Filed as Exhibits
Exhibits A, B and C are incorporated herein by reference to the
Schedule 13D amended hereby that was filed on behalf of LINPAC on May 26,
1992. Exhibits D and E are incorporated herein by reference to the
Schedule 13D Amendment No. 1 amended hereby that was filed on behalf of
LINPAC on June 12, 1992. Exhibit F is incorporated herein by reference to
the Schedule 13D Amendment No. 2 amended hereby that was filed on behalf of
LINPAC on September 29, 1994. Exhibit G is incorporated herein by
reference to the Schedule 13D Amendment No. 3 amended hereby that was filed
on behalf of LINPAC on October 18, 1994. Exhibit H is incorporated herein
by reference to the Schedule 13D Amendment No. 4 amended hereby that was
filed on behalf of LINPAC on November 10, 1994. Attached hereto as Exhibit
I is a copy of a letter from Fidelity Management & Research Co.
("Fidelity") to McDermott, Will & Emery regarding the sale of Common Stock
by Fidelity to LINPAC. Attached hereto as Exhibit J is a copy of a letter
from David Williams to the Company regarding LINPAC's agreement to not
purchase any Common Stock from December 2, 1994 to December 16, 1994.
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After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 2, 1994
LINPAC MOULDINGS LIMITED
By: /s/ David Williams
Managing Director
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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EXHIBIT INDEX
Exhibit Page No.
Exhibit A - Letter from Massachusetts Mutual Life *
Insurance Company and MassMutual Corporate Investors
to LINPAC Mouldings Limited c/o Stanley H. Meadows,
dated May 15, 1992.
Exhibit B - Letter from Stanley H. Meadows to *
Massachusetts Mutual Life Insurance Company and
MassMutual Corporate Investors dated May 15, 1992.
Exhibit C - LINPAC Mouldings Limited Power of *
Attorney to Stanley H. Meadows, P.C.
Exhibit D - Stock Purchase Agreement between **
Massachusetts Mutual Life Insurance Company and
LINPAC Mouldings Limited, dated June 12, 1992.
Exhibit E - Stock Purchase Agreement between **
MassMutual Corporate Investors and LINPAC Mouldings
Limited, dated June 12, 1992.
Exhibit F - Option Agreement among LINPAC Mouldings ***
Limited, LINPAC Mouldings, Inc. and certain
stockholders of the Company.
Exhibit G - Share Purchase Agreement between LINPAC ****
Mouldings Limited and National Bank of Canada dated
October 14, 1994.
Exhibit H - LINPAC Mouldings Limited Power of Attorney *****
to Stanley H. Meadows, P.C. and Scott M. Williams.
Exhibit I - Letter dated November 25, 1994 to McDermott, -
Will & Emery from Fidelity Management & Research Co.
("Fidelity").
Exhibit J - Letter dated December 2, 1994 from David -
Williams to Ropak Corporation.
* Incorporated by reference to the Schedule 13D amended hereby that
was filed on behalf of LINPAC Mouldings Limited on May 26, 1992.
** Incorporated by reference to the Schedule 13D Amendment No. 1
amended hereby that was filed on behalf of LINPAC Mouldings Limited
on June 12, 1992.
*** Incorporated by reference to the Schedule 13D Amendment No. 2
amended hereby that was filed on behalf of LINPAC Mouldings Limited
on September 29, 1994.
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**** Incorporated by reference to the Schedule 13D Amendment No. 3
amended hereby that was filed on behalf of LINPAC Mouldings Limited
on October 18, 1994.
***** Incorporated by reference to the Schedule 13D Amendment No. 4
amended hereby that was filed on behalf of LINPAC Mouldings Limited
on November 10, 1994.
EXHIBIT I
November 25, 1994
BY FACSIMILE
Scott M. Williams
McDermott, Will & Emery
227 W. Monroe Street
Chicago, IL 60606-5097
Dear Scott:
Fidelity Low Priced Stock Fund will be selling 284,000
shares of Ropak Corp. (Cusip Number: 776 670 101) to LINPAC at
$10.50 net, pre share. The trade date of the transaction will be
Friday, November 25, 1994 for settlement on Monday, November 28,
1994. The shares will be delivered to DTC #0443 for further
credit to 3NT-104113-1 upon receipt of a wire transfer in the
amount of $2,982,000 to following instructions:
Bank of Boston
ABA #: 011000390
Account: Brown Brothers & Harriman
Account Number: 00555704
Reference: Low Priced Stock Fund
Account Number: 8108466
Please call me with any questions or concerns.
Sincerely,
/s/ Julie Thurmond
Julie M. Thurmond
EXHIBIT J
LINPAC MOULDINGS LIMITED
December 2, 1994
ROPAK CORPORATION
660 S. State College Blvd.
Fullerton, CA 92631-5138
Attn: William Roper
Dear Bill:
This letter is to confirm our agreement with respect to
LINPAC's purchase of Ropak common stock. LINPAC will not
purchase any Ropak common stock during the period from
December 2, 1994 through December 16, 1994. However, during this
period, LINPAC reserves the right to convert its preferred stock
in Ropak's Canadian subsidiary to Ropak common stock and exercise
its option to purchase Ropak common stock pursuant to the
Agreement with various Roper Family members.
Very truly yours,
LINPAC MOULDINGS LIMITED
By: /s/ David Williams
David Williams
