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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. 4)*
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 1, 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
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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 2,214,282
BENEFICIALLY _____________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _____________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,206,963
_____________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,214,282
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.2%
_________________________________________________________________
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. 4 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 officers 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
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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
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
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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
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,
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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 acquired the shares of Common Stock described in
Item 5(c) below as a step towards acquiring all of the
outstanding capital stock of the Company pursuant to the proposed
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. If the proposed
Merger is consummated, then LINPAC will own all of the
outstanding Common Stock and the Common Stock will cease to be
traded in public securities markets. LINPAC may purchase other
shares through other means. If the proposed Merger is not
consummated, then LINPAC will evaluate all its alternatives with
respect to its investment in the Company.
Item 5. Interest in Securities of the Issuer
(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 2,214,282 or 44.2% 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. 3 was filed with
the Securities and Exchange Commission on October 18, 1994,
LINPAC has obtained beneficial ownership of an additional 84,500
shares of Common Stock. The following shares were purchased in
transactions on the NASDAQ/NMS: On October 20, 1994, LINPAC
purchased 15,000 shares of Common Stock at $10.25 per share. On
October 24, 1994, LINPAC purchased 22,500 shares of Common Stock
at $10.25 per share. On November 1, 1994, LINPAC purchased
10,000 shares of Common Stock at $10.25 per share. On
November 2, 1994, LINPAC purchased 5,500 shares of Common Stock
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at $10.25 per share and 2,500 shares of Common Stock at $10 1/8
per share. On November 3, 1994, LINPAC purchased 2,000 shares of
Common Stock at $10.25 per share. On November 4, 1994, LINPAC
purchased 5,000 shares of Common Stock for $10 1/8 and 1,500
shares of Common Stock for $10.25 per share. On November 7,
1994, LINPAC purchased 13,000 shares of Common Stock for $10.25
per share. On November 8, 1994, LINPAC purchased 7,500 shares of
Common Stock for $10.25 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
Not Applicable.
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.
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: November 10, 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 10
to Stanley H. Meadows, P.C. and Scott M. Williams
* 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.
**** 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.
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LINPAC MOULDINGS LIMITED
POWER OF ATTORNEY
TO
STANLEY H. MEADOWS, P.C.
AND
SCOTT M. WILLIAMS
The undersigned corporation hereby appoints Stanley H.
Meadows, P.C. and Scott M. Williams as its attorneys-in-fact each
with full power and authority to take the following actions on
behalf of the undersigned:
(i) execute and file Form 3s, Form 4s, amendments
to its Schedule 13D and any necessary amendments to
such documents with the United States Securities and
Exchange Commission in connection with any acquisitions
or purchases of common stock of Ropak Corporation; and
(ii) any and all such other actions as he shall
deem appropriate to effect the filings referred to in
(i) above;
in each case as fully as the undersigned could if personally
present and acting. This Power of Attorney and all authority
conferred hereby shall be deemed coupled with an interest and
shall be irrevocable.
The undersigned ratifies all that either attorney-in-
fact has done in connection with the purchase of common stock of
Ropak Corporation and ratifies all that either attorney-in-fact
shall do pursuant to this Power of Attorney.
The undersigned agrees to defend, indemnify and hold
each attorney-in-fact harmless from and against any and all loss,
damage, liability or expense incurred in connection herewith,
including attorneys' fees and costs.
This instrument shall be governed by and construed in
accordance with the substantive laws of Illinois.
Dated October 6, 1994
LINPAC MOULDINGS LIMITED
By: /s/ David Williams
Managing Director
