<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
December 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.
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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 2,628,802
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,621,484
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,628,802
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.6%
_________________________________________________________________
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.
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D Amendment No. 7 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
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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
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
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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, 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
In September, 1994, LINPAC 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 (the
"Merger Proposal"). See Form 13D Amendment No. 2 and Form 13D Amendment
No. 3 for additional information on the Merger Proposal. The terms of the
Merger Proposal were rejected by a Special Committee of the Board of
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Directors of the Company. On December 22, 1994, LINPAC withdrew its Merger
Proposal and is currently evaluating all of its alternatives with respect
to its investment in the Company, including purchasing additional shares
through any means available or selling its shares.
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 2,628,484 or 51.6% of the total amount outstanding.
This number of shares reflects (i) an additional 1,365 shares which LINPAC
has an option to purchase from the Roper Family for $14.75 per share
pursuant to the Agreement (the "Option Agreement") dated September 25, 1994
between LINPAC and certain members of the Roper family, and (ii) a
reduction by one share in the number of shares that LINPAC has the right to
vote but not purchase pursuant to the Option Agreement, as reported in
Schedule 13D Amendment No. 2 filed with the Securities and Exchange
Commission on September 29, 1994. These changes in stock ownership are a
result of a review by Roper family of their Common Stock ownership.
(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. 6 was filed with the
Securities and Exchange Commission on December 29, 1994, LINPAC has
purchased a total of 74,406 shares of Common Stock. On December 29, 1994,
LINPAC purchased a total of 71,156 shares of Common Stock at a purchase
price of $10.50 per share from employees of Ropak Corporation. LINPAC has
purchased the following on the Nasdaq National Market: 500 shares of Common
Stock on January 3, 1995 for a purchase price of $10.00 per share; 1,750
shares of Common Stock on January 4, 1995 each for a purchase price of
$10.00; and 1,000 shares of Common Stock on January 6, 1995 for a purchase
price of $10.00 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On December 29, 1994, LINPAC entered into Stock Purchase
Agreements with certain employees of the Company in which LINPAC purchased
a total of 71,156 shares of Common Stock for $10.50 per share (see Exhibit
K).
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
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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. Exhibit I and Exhibit J
are incorporated herein by reference to the Schedule 13D Amendment No. 5
amended hereby that was filed on behalf of LINPAC on December 2, 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: January 11, 1995
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)
<PAGE>
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.
Exhibit K - Stock Purchase Agreements dated December 29, 1994 11
between LINPAC and various employees of the Company
* 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.
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*** 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.
***** 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.
****** Incorporated by reference to the Schedule 13D Amendment No. 5
amended hereby that was filed on behalf of LINPAC Mouldings Limited
on December 2, 1994.
<PAGE>
EXHIBIT K
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 29th
day of December, 1994, by and between LINPAC MOULDINGS LIMITED ("LINPAC"),
with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY,
England and the undersigned employee and shareholder of ROPAK Corporation
(the "Shareholder").
WHEREAS, ROPAK CORPORATION is a Delaware corporation (the
"Company") with its principal office located at 660 S. State College Blvd.,
Fullerton, California 92631-5138;
WHEREAS, the Shareholder owns beneficially and of record the
number of shares of common stock of the Company set forth on the signature
page hereto, subject only to payment of the exercise price to the Company
for certain options exercised to acquire shares (the "Options");
WHEREAS, the Shareholder desires to sell and LINPAC desires to
purchase the Common Stock;
NOW, THEREFORE, in consideration of the premises,
representations, warranties, covenants, agreements and promises herein
contained, the parties agree as follows:
SECTION 1. PURCHASE AND SALE
1.1. General. The Shareholder hereby agrees to exercise any
options necessary to obtain the Common Stock and sell the Common Stock to
LINPAC and LINPAC hereby agrees to purchase the Common Stock from the
Shareholder.
1.2. Purchase Price. The Purchase Price for Common Stock shall
be $10.50 per share of Common Stock.
SECTION 2. CLOSING
2.1. Closing. The transfer of stock (the "Closing") shall occur
at the offices of McDermott, Will & Emery, 227 West Monroe Street, Chicago,
Illinois on the date hereof, or by delivery through an agreed upon courier
service.
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2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver
the following:
(a) checks payable to the Shareholder and the Company (as
payment of the exercise price for the Options) in the amount of the
aggregate Purchase Price for the Common Stock as set forth on the
signature page hereto; and
(b) such other instruments or documents as may be necessary or
appropriate to carry out the transactions contemplated hereby.
2.3. Deliveries by Shareholder. At the Closing, Shareholder
shall deliver or cause to the Company to deliver the following:
(a) certificates, with fully executed stock powers and signature
guarantees, evidencing the Common Stock and all other documentation
necessary or appropriate to effect the transfer of ownership thereof
to LINPAC; and
(b) such other endorsements, instruments or documents as may be
necessary or appropriate to carry out the transactions contemplated
hereby.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Shareholder represents and warrants to LINPAC as of the date
hereof and as of the Closing, as follows:
3.1. Authority. Shareholder has all requisite power and
authority, without the consent of any other person, to execute and deliver
this Agreement and the documents to be delivered at the Closing and to
carry out the transactions contemplated hereby and thereby.
3.2 Validity. This Agreement has been duly executed and
delivered and constitutes the lawful, valid and binding obligation of
Shareholder, enforceable in accordance with its terms. No approval,
authorization, registration, consent, order or other action of or filing
with any person, including any court, administrative agency or other
government authority, is required or the execution and delivery by
Shareholder of this Agreement or the performance by Shareholder of its
obligations hereunder.
<PAGE>
3.4. Common Stock. Shareholder is the sole record and
beneficial owner of the Common Stock and has good, marketable and
indefeasible title thereto and the absolute right to sell, assign, transfer
and deliver the same, free and clear of all claims, security interests,
liens, pledges, charges, escrows, options, proxies, rights of first
refusal, preemptive rights, mortgages, hypothecations, prior assignments,
title retention agreements, indentures, security agreements or any other
limitation, encumbrance or restriction of any kind (subject only to payment
of the exercise price for the Options as provided for herein). The amount
set forth on the signature page hereto as payable to the Company is the
total amount payable for exercise of the Options.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF LINPAC
LINPAC hereby represents and warrants to Shareholder as of the
date hereof and as of the Closing, as follows:
4.1. Authority. LINPAC has all requisite power and authority,
without the consent of any other person, to execute and deliver this
Agreement and the documents to be delivered at the Closing, and to carry
out the transactions contemplated hereby and thereby. LINPAC is a private
company limited by shares organized and validly existing under the laws of
the United Kingdom.
4.2. Validity. This Agreement has been, and the documents to be
delivered at Closing by LINPAC will be, duly executed and delivered and
constitute lawful, valid and legally binding obligations of LINPAC. No
approval, authorization, registration, consent, order or other action of or
filing with any person, including any court, administrative agency or other
government authority, is required or the execution and delivery by LINPAC
of this Agreement or the performance by LINPAC of its obligations
hereunder.
SECTION 5. SURVIVAL AND INDEMNIFICATION
The representations and warranties in this Agreement will survive
the Closing. Each party shall indemnify and hold harmless the other from
any and all loss, liability, cost, expense, claim or obligation arising
from any breach of any representation and warranty or failure to fulfill
any covenant hereunder.
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SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Terry Drainer
David A. Williams
Signature: /s/ Terry Drainer
Its: Managing Director
Shares: 600
Amount payable to
Shareholder: $3,000.00
Amount Payable to
the Company: $3,300.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED SIX HUNDRED (600) Shares of Common Stock of
ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in
his or her name on the books of said Corporation and do hereby irrevocably
constitute and appoint _________________________ attorney to transfer the
said stock on the books of the Corporation with full power of substitution
in the premises.
Dated: December 28, 1994 Name: Terry Drainer
Signature: /s/ Terry Drainer
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Fred Gerber
David A. Williams
Signature: /s/ Fred Gerber
Its: Managing Director
Shares: 4,906
Amount payable to
Shareholder: $29,588.00
Amount Payable to
the Company: $21,925.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED FOUR THOUSAND NINE HUNDRED SIX (4,906) Shares
of Common Stock of ROPAK Corporation, a Delaware corporation (the
"Corporation"), standing in his or her name on the books of said
Corporation and do hereby irrevocably constitute and appoint
_________________________ attorney to transfer the said stock on the books
of the Corporation with full power of substitution in the premises.
Dated: December 28, 1994 Name: Fred Gerber
Signature: /s/ Fred Gerber
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Jeff Bojeski
David A. Williams
Signature: /s/ Jeff Bojeski
Its: Managing Director
Shares: 2,200
Amount payable to
Shareholder: $12,600.00
Amount Payable to
the Company: $12,500.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED TWO THOUSAND TWO HUNDRED (2,200) Shares of
Common Stock of ROPAK Corporation, a Delaware corporation (the
"Corporation"), standing in his or her name on the books of said
Corporation and do hereby irrevocably constitute and appoint
_________________________ attorney to transfer the said stock on the books
of the Corporation with full power of substitution in the premises.
Dated: December 28, 1994 Name: Jeff Bojeski
Signature: /s/ Jeff Bojeski
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Norris McLean
David A. Williams
Signature: /s/ Norris McLean
Its: Managing Director
Shares: 15,000
Amount payable to
Shareholder: $75,682.50
Amount Payable to
the Company: $81,817.50
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED FIFTEEN THOUSAND (15,000) Shares of Common
Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"),
standing in his or her name on the books of said Corporation and do hereby
irrevocably constitute and appoint _________________________ attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 28, 1994 Name: Norris McLean
Signature: /s/ Norris McLean
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Larry Ivan
David A. Williams
Signature: /s/ Larry Ivan
Its: Managing Director
Shares: 1,800
Amount payable to
Shareholder: $8,550.00
Amount Payable to
the Company: $10,350.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED EIGHTEEN HUNDRED (1,800) Shares of Common
Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"),
standing in his or her name on the books of said Corporation and do hereby
irrevocably constitute and appoint _________________________ attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 28, 1994 Name: Larry Ivan
Signature: /s/ Larry Ivan
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Lora L. Miller
David A. Williams
Signature: /s/ Lora L. Miller
Its: Managing Director
Shares: 1,800
Amount payable to
Shareholder: $8,550.00
Amount Payable to
the Company: $10,350.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED EIGHTEEN HUNDRED (1,800) Shares of Common
Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"),
standing in his or her name on the books of said Corporation and do hereby
irrevocably constitute and appoint _________________________ attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 28, 1994 Name: Lora L. Miller
Signature: /s/ Lora L. Miller
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: James R. Connell
David A. Williams
Signature: /s/ James R. Connell
Its: Managing Director
Shares: 16,000
Amount payable to
Shareholder: $80,728.00
Amount Payable to
the Company: $87,272.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED SIXTEEN THOUSAND (16,000) Shares of Common
Stock of ROPAK Corporation, a Delaware corporation (the "Corporation"),
standing in his or her name on the books of said Corporation and do hereby
irrevocably constitute and appoint _________________________ attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 28, 1994 Name: James R. Connell
Signature: /s/ James R. Connell
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Ralph R. Kraft
David A. Williams
Signature: /s/ Ralph R. Kraft
Its: Managing Director
Shares: 10,000
Amount payable to
Shareholder: $50,460.00
Amount Payable to
the Company: $54,540.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED TEN THOUSAND (10,000) Shares of Common Stock
of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing
in his or her name on the books of said Corporation and do hereby
irrevocably constitute and appoint _________________________ attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 28, 1994 Name: Ralph R. Kraft
Signature: /s/ Ralph R. Kraft
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Ronald Wm. Cameron
David A. Williams
Signature: /s/ Ronald Wm. Cameron
Its: Managing Director
Shares: 10,000
Amount payable to
Shareholder: $50,460.00
Amount Payable to
the Company: $54,540.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED TEN THOUSAND (10,000) Shares of Common Stock
of ROPAK Corporation, a Delaware corporation (the "Corporation"), standing
in his or her name on the books of said Corporation and do hereby
irrevocably constitute and appoint _________________________ attorney to
transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Dated: December 28, 1994 Name: Ronald Wm. Cameron
Signature: /s/ Ronald Wm. Cameron
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Anthony J. Pagano
David A. Williams
Signature: /s/ Anthony J. Pagano
Its: Managing Director
Shares: 600
Amount payable to
Shareholder: $2,850.00
Amount Payable to
the Company: $3,450.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED SIX HUNDRED (600) Shares of Common Stock of
ROPAK Corporation, a Delaware corporation (the "Corporation"), standing in
his or her name on the books of said Corporation and do hereby irrevocably
constitute and appoint _________________________ attorney to transfer the
said stock on the books of the Corporation with full power of substitution
in the premises.
Dated: December 28, 1994 Name: Anthony J. Pagano
Signature: /s/ Anthony J. Pagano
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be delivered in
person or sent by registered or certified mail, postage prepaid, commercial
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. Except as otherwise expressly provided herein,
each party to this Agreement shall pay its own costs and expenses in
connection with the transactions contemplated hereby.
6.3. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be deemed an
original, but all of which together constitute one and the same instrument.
6.4. Entire Transaction. This Agreement and the documents
referred to herein contain the entire understanding among the parties with
respect to the actions contemplated hereby and supersedes all other
agreements, understandings and undertakings among the parties on the
subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has executed or
caused this Agreement to be executed all as of the date first written
above.
LINPAC MOULDINGS LIMITED SHAREHOLDER
By: /s/ David A. Williams Name: Gary Montgomery
David A. Williams
Signature: /s/ Gary Montgomery
Its: Managing Director
Shares: 8,250
Amount payable to
Shareholder: $41,625.00
Amount Payable to
the Company: $45,000.00
<PAGE>
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto LINPAC MOULDINGS LIMITED EIGHT THOUSAND TWO HUNDRED FIFTY (8,250)
Shares of Common Stock of ROPAK Corporation, a Delaware corporation (the
"Corporation"), standing in his or her name on the books of said
Corporation and do hereby irrevocably constitute and appoint
_________________________ attorney to transfer the said stock on the books
of the Corporation with full power of substitution in the premises.
Dated: December 28, 1994 Name: Gary Montgomery
Signature: /s/ Gary Montgomery
