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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. 3)*
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)
October 14, 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.
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*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 2,129,782
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,122,463
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,129,782
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
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_________________________________________________________________
*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. 3 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
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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 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 (as defined in Item 6 below).
If the proposed Merger is consummated, then LINPAC will own all 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 2,129,782 or 42.6% 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. 2 was filed with the
Securities and Exchange Commission on September 29, 1994, LINPAC has
obtained beneficial ownership of an additional 640,277 shares of Common
Stock. The following shares were purchased in transactions on the
NASDAQ/NMS: On September 30, 1994, LINPAC purchased 22,500 shares of
Common Stock at $10.25 per share. On October 3, 1994, LINPAC purchased
5,000 shares of Common Stock at $10.25 per share. On October 4, 1994,
LINPAC purchased 4,000 shares of Common Stock at $10.25 per share and
10,000 shares of Common Stock at $10 3/8 per share. On October 6, 1994,
LINPAC purchased 6,000 shares of Common Stock at $10.25 per share. On
October 10, 1994, LINPAC purchased 2,500 shares at $10.25 per share. On
October 11, 1994, LINPAC purchased 500 shares of Common Stock at $10.25 per
share. On October 12, 1994, LINPAC purchased 1,000 shares at $10 per share
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and 1,000 shares at $10 1/8 per share. On October 17, 1994, LINPAC
purchased 10,000 shares at $10 3/8 per share.
In addition, on October 14, 1994, pursuant to the Share Purchase
Agreement (as defined below in Item 6), LINPAC purchased 5,200 shares of
7.5% Sinking Fund Preferred Shares of Ropak Canada, Inc., which are
convertible at any time into 577,777 shares of Common Stock, for a purchase
price of $5,922,222.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Pursuant to a Share Purchase Agreement dated October 13, 1994
(the "Share Purchase Agreement"), on October 14, 1994, LINPAC purchased
5,200 shares of 7.5% Sinking Fund Preferred Shares of Ropak Canada, Inc., a
subsidiary of the Company, from National Bank of Canada for a purchase
price of $5,922,222. Such preferred shares are convertible at any time
into 577,777 shares of Common Stock.
On September 25, 1994 LINPAC entered into an Agreement (the
"Option Agreement") with William H. Roper and Ruth Roper, Robert E. Roper
and Nancy Roper, C. Richard Roper and Margo Roper and certain trusts
controlled by the foregoing members of the Roper family (the "Major
Stockholders") which provides LINPAC with an option to purchase, and the
Major Stockholders with an option to sell, 1,116,154 shares (the "Roper
Shares") of Common Stock (assuming exercise of options to purchase 132,000
shares) at an option price of $14.75 per share. The Option Agreement also
provides LINPAC with a proxy to vote the Roper Shares and 7,319 other
shares held by the Major Stockholders but not subject to the option. A
total of 1,123,473 shares of Common Stock are subject to the proxy.
The Option Agreement requires LINPAC to propose a merger (the
"Merger") in which the Company would be the surviving corporation and
whereby shareholders other than LINPAC would receive $10.50 per share in
cash for their Common Stock. As further consideration for the option under
the Option Agreement, the Merger to be proposed would provide for
employment and noncompetition agreements between the Company and each of
William H. Roper, Robert E. Roper and C. Richard Roper with payments as
described in the Option Agreement (see Section 1.1 of Exhibit F). The
Option Agreement requires the Major Stockholders to support the Merger.
The Option Agreement further provides that the Major Stockholders may not
take any action to seek, encourage, solicit or support any inquiry,
proposal, expression of interest or offer from any person or entity with
respect to an acquisition, combination or similar transaction involving the
Company or substantially all of the assets or securities related thereto.
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The Merger is subject to negotiation of a definitive merger agreement and
related documents as well as approval of the independent directors of the
Company and the Company's stockholders.
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. Attached hereto as Exhibit G is a copy of
the Share Purchase Agreement which is hereby incorporated by reference in
its entirety.
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: October 18, 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 12
Mouldings Limited and National Bank of Canada dated
October 14, 1994.
* 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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EXHIBIT G
SHARE PURCHASE AGREEMENT
between
National Bank of Canada
and
Linpac Mouldings Limited
Date: October 14, 1994
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SHARE PURCHASE AGREEMENT made and entered into at Montreal, Canada this
14th day of October, 1994,
BY AND BETWEEN NATIONAL BANK OF CANADA, a Canadian chartered bank duly
constituted under the laws of Canada, having its head
office and principal place of business at 600 de La
Gauchetiere Street West, Montreal, Quebec, H3B 4L2,
herein acting and represented by Ms. Patricia Curadeau-
Grou and Mr. Jacques Maurice, duly authorized as they
so declare:
(hereinafter referred to as the "Bank")
AND: LINPAC MOULDINGS LIMITED, a body corporate, duly
incorporated and having its head office at Deykin
Avenue, Witton, Birmingham, England, B6 7HY, herein
acting and represented by David A. Williams, duly
authorized as he so declares,
(hereinafter referred to as "Linpac")
WITNESSETH
WHEREAS the Bank wishes to sell an aggregate of 5,200 of 7.5%
Sinking Fund Preferred Shares in the capital of Ropak Canada Inc. ("Ropak")
together with all rights and obligations attached to such shares, including
without limitation a right to exchange said shares into Common Shares of
the capital of Ropak Corporation ("Ropak US"), pursuant to the terms and
conditions of an Exchange Agreement between Vulcan Packaging Inc. and Ropak
US dated June 8, 1993 and the agreement of Guaranty & Undertaking dated
June 8, 1993 (the "Guaranty") between Ropak US and the Vendor to the extent
it applies to the rights and obligations of Ropak under the Sinking Fund
Preferreds;
WHEREAS Linpac wishes to purchase such shares together with such
right of exchange, on and subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are mutually acknowledged, the parties
hereto agree as follows:
ARTICLE 1
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PURCHASE AND SALE
1.1 SALE AND PURCHASE PRICE
Subject to the terms of this Agreement, the Bank sells and Linpac
purchases, 5,200 of 7.5% Sinking Fund Preferred Shares in the capital stock
of Ropak, including a right or exchange pursuant to which said shares may
be converted, at the option of the holder, into Common Shares of the
capital of Ropak US together with the Guaranty to the extent it applies to
the rights and obligations of Ropak under the Sinking Fund Preferred Shares
(collectively the "Shares"), the whole in accordance with the terms and
conditions of an Exchange Agreement entered into between Vulcan Packaging
Inc. and Ropak US on June 8, 1993 (the "Exchange Agreement"), a copy of
which is annexed as Schedule "A" as an integral part of the present
Agreement. The bank hereby assigns to Linpac all rights under the Share
Purchase Agreement with Vulcan Packaging Inc. dated April 29, 1994.
The purchase and sale of the Shares is made for an aggregate
price payable cash of FIVE MILLION NINE HUNDRED TWENTY-TWO THOUSAND TWO
HUNDRED AND TWENTY-TWO U.S. DOLLARS ($5,922,222 US) (the "Purchase Price")
or the equivalent of $10.25 US per Common Share of Ropak US should the Bank
have exchanged the Shares into Common Shares of Ropak US at the price of
$9.00 US per share (as provided for in the Exchange Agreement) the receipt
and sufficiency thereof being hereby expressly acknowledged by the Bank,
whereof quit.
ARTICLE 2
REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS
2.1 REPRESENTATIONS AND WARRANTIES BY THE BANK
The Bank represents and warrants to Linpac as follows and
acknowledges that Linpac is relying upon the following representations and
warranties in connection with its purchase of the Shares:
2.1.1 The Bank is a valid and subsisting Canadian chartered
bank duly constituted according to law with full power
and authority to own its assets and to carry on its
business;
2.1.2 the fulfillment of the terms of this Agreement is not
in contravention of any charter documents or by-laws of
the Bank;
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2.1.3 the Bank has the corporate power and authority to enter
into this Agreement and perform its obligations
hereunder;
2.1.4 the Shares are owned by the Bank as the registered and
beneficial owner, free and clear of any encumbrances,
hypothecs, prior claims, rights of resolution or
cancellation, seizures or any other charges whatsoever
and the Bank has the full right and authority to sell
the Shares in accordance with the provisions hereof and
transfers to Linpac a good and valid title to the
Shares;
2.1.5 the execution, delivery and performance of this
Agreement by the Bank has been duly authorized by all
necessary corporate actions and no consent,
authorization, license, approval or order of any court
or governmental agency or regulatory body is required
to permit the Bank to fulfil the terms of this
Agreement;
2.1.6 there are no actions, suits, claims, investigations or
other proceedings pending or to the knowledge of the
Bank threatened with respect to or any manner affecting
the Shares;
2.1.7 the Bank has complied with all the requirements under
the securities laws of the Province of Quebec necessary
to permit the sale and delivery of the Shares to Linpac
and no authorization, approval, consent, permit or
license is required to be filed or obtained in order to
permit the sale and delivery of the Shares to Linpac in
the Province of Quebec; and
2.1.8 this Agreement is a valid and binding obligation of the
Bank enforceable against it in accordance with its
terms.
2.1.9 Schedule A contains an accurate and complete copy of
the Vulcan Share Purchase Agreement, the Exchange
Agreement and the Guaranty. The Shares are immediately
convertible into 577,777.78 shares of Common Stock of
ropak U.S., in accordance with the terms and conditions
of the Exchange Agreement.
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2.2 REPRESENTATIONS AND WARRANTIES BY LINPAC
Linpac represents and warrants to the Bank as follows and
acknowledges that the Bank is relying upon the following representations
and warranties in connection with its sale of the Shares:
2.2.1 Linpac is a corporation duly organized under the laws
of England and is a valid and subsisting corporation
with full power and authority to own its assets and to
carry on its business;
2.2.2 the fulfillment of the terms of this Agreement is not
in contravention of any charter documents or by-laws of
Linpac;
2.2.3 Linpac has the corporate power and authority to enter
into this Agreement and perform its obligations
hereunder.
2.2.4 the execution, delivery and performance of this
Agreement by Linpac has been duly authorized by all
necessary corporate actions and no consent,
authorization, license, approval or order of any court
or governmental agency or regulatory body is required
to permit Linpac to fulfil the terms of this Agreement;
and
2.2.5 this Agreement is a valid and binding obligation of
Linpac enforceable against it in accordance with its
terms, subject however to:
(i) limitations with respect to enforcement imposed by
law in connection with bankruptcy, insolvency and
other laws affecting creditors' rights generally;
and
(ii) general principles of equity including the
availability of equitable remedies, such as
specific performance and injunction, which are
remedies in the discretion of a court of competent
jurisdiction from which they are sought.
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2.3 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES
The representations and warranties of the Bank and Linpac
contained in this Agreement and any document or certificate given pursuant
hereto shall survive its execution and, notwithstanding such execution,
shall continue in full force and effect for a period of one year from the
execution thereof.
2.4 CLOSING
The closing of the transactions contemplated herein shall take
place at the offices of counsel of the Bank, DESJARDINS DUCHARME STEIN
MONAST, 600 de La Gauchetiere St. West, Suite 2400, Montreal (Quebec)
Canada at the time and on the date agreed upon by the parties but in any
event no later than October 28, 1994.
ARTICLE 3
GENERAL MATTERS
3.1 GOVERNING LAW
This Agreement should be governed by and interpreted by the laws
of the Province of Quebec and the laws of Canada applicable therein.
IN WITNESS WHEREOF the Purchaser hereto has duly executed first this
agreement on the date hereinabove mentioned.
LINPAC MOULDINGS LIMITED
per: /s/ David A. Williams
David A. Williams
and, upon having taken cognizance of such execution, the Vendor signed in
its turn in Montreal, Canada on the same date.
NATIONAL BANK OF CANADA
per: /s/ National Bank of Canada
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INTERVENTIONS
AND CAME HERETO AND INTERVENED:
ROPAK CANADA INC ("Ropak"), a corporation incorporated under the laws
of British Columbia, herein acting and represented by Ronald W.
Cameron, duly authorized as he so declares;
WHO DECLARES AND REPRESENTS AS FOLLOWS:
1. That Ropak has taken cognizance of the terms and conditions of the
present Purchase Agreement;
2. That pursuant to the "Agreement for Purchase of Assets" executed on
April 8, 1993, between Ropak and Ropak Corporation, Vulcan Packaging Inc.
and R & M Metal Inc., it has filed, as required by the Ontario Securities
Commission and within the prescribed period, a report on Form 20 with
respect to the sale and delivery of the Shares, together with the
appropriate filing fee as required by the Regulation made under the
Securities Act (Ontario);
3. Subject to approval by the Board of Directors of Ropak, which approval
has been granted, and subject to the present Share Purchase Agreement, the
Shares of its capital stock are freely transferable without restriction;
and
4. That in the event Linpac elects to avail itself of the right of
exchange pursuant to the Exchange Agreement (as hereinafter defined), Ropak
undertakes to fulfil all applicable requirements and file all applicable
documentation, including those required by any securities regulation, the
whole within the prescribed period and ate the expense of Linpac.
AND CAME HERETO AND INTERVENED:
ROPAK CORPORATION ("Ropak US"), a corporation incorporated under the
laws of the State of Delaware, herein acting and represented by
Ronald W. Cameron, duly authorized as he so declares:
WHO DECLARES AND REPRESENTS AS FOLLOWS:
1. That Ropak US has taken cognizance of the terms and conditions of the
present Purchase Agreement;
2. That it recognizes that in accordance with the terms of said Exchange
Agreement, Linpac upon acquisition of the Shares, may avail itself
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immediately of the right of exchange and exchange the Shares into
577,777.78 common shares of Ropak US, upon the same terms and conditions of
said Exchange Agreement;
3. That in the event Linpac elects to avail itself of the right of
exchange pursuant to said Exchange Agreement, Ropak US undertakes to fulfil
all applicable requirements and file all documentation, including that
required by any securities regulation, the whole within the prescribed
period, except that Ropak US shall have no obligation to register any
securities under the U.S. Securities Act of 1933;
4. Subject to applicable law, in the event Linpac elects to avail itself
of the right of exchange pursuant to said Exchange Agreement, Ropak US
represents that the shares of its capital stock to be owned by Linpac upon
exercise of said rights of exchange are transferable as contemplated on the
Exchange Agreement.
Dated and signed in California, ROPAK CANADA INC.
on October 12, 1994.
per: /s/ Ronald W. Cameron
Ronald W. Cameron
Vice President, Finance
Dated and signed in California, ROPAK CORPORATION INC.
on October 12, 1994.
per: /s/ Ronald W. Cameron
Ronald W. Cameron
Vice President, Finance
Page 19 of 19
