<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
January 12, 1995
(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.
<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).
<PAGE>
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 2,973,302
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,965,984
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,973,302
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.3%
_________________________________________________________________
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. 8 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
<PAGE>
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
<PAGE>
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
<PAGE>
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 2,973,302 or 58.3% 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,
except with respect to 7,318 shares of Common Stock which LINPAC has the
right to vote but not purchase pursuant to the Option Agreement dated
September 25, 1994 between LINPAC and certain members of the Roper family,
as reported in Schedule 13D Amendment No. 2 filed with the Securities and
Exchange Commission on September 29, 1994.
(c) Since Schedule 13D Amendment No. 7 was filed with the
Securities and Exchange Commission on January 11, 1995, LINPAC has
purchased a total of 344,500 shares of Common Stock. On January 12, 1995,
LINPAC purchased 281,000 shares of Common Stock in a private transaction
from Chesapeake Partners Limited Partnership, Chesapeake Partners
Institutional Fund Limited Partnership, and Chesapeake Partners
International Ltd. (the "Chesapeake Entities") for a purchase price of
$11.00 per share; in addition, LINPAC agreed to pay to the Chesapeake
Entities additional consideration for such shares purchased if during the
period between January 12, 1995 and September 30, 1995 (the "Measurement
Period") LINPAC enters into any new agreements to purchase Common Stock at
a per share price in excess of $11.00. Such additional consideration shall
be calculated by multiplying the amount of shares of Common Stock purchased
from the Chesapeake Entities by the difference between (x) the highest per
share purchase price paid by LINPAC for any additional shares of Common
Stock during the Measurement Period and (y) $11.00 for each share. For
further information see the Stock Purchase Agreement dated January 12, 1995
among LINPAC and the Chesapeake Entities attached hereto as Exhibit 99.L.
On January 3, 1995, LINPAC acquired 5,000 shares of Common Stock from
Palisades Partners for a purchase price of $10.50 per share in a private
transaction. On January 13, 1995, LINPAC purchased 33,500 shares of Common
Stock from Harvest Management for a purchase price of $10.50 per share in a
private transaction. On January 17, 1995, LINPAC purchased 25,000 shares
of Common Stock from Bear Stearns Securities Corp. 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
On January 12, 1995, LINPAC entered into the Stock Purchase
Agreement dated January 12, 1995 among LINPAC and the Chesapeake Entities,
attached hereto as Exhibit 99.L, in which it agreed to purchase the shares
<PAGE>
of Common Stock held by the Chesapeake Entities as described in Item 5(c)
above.
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. 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.
Exhibit 99.K is incorporated herein by reference to the Schedule 13D
Amendment No. 6 amended hereby that was filed on behalf of LINPAC on
January 11, 1995. Attached hereto as Exhibit 99.L is a copy of that
certain Stock Purchase Agreement dated January 12, 1995 among LINPAC and
the Chesapeake Entities.
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 20, 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 99.K - Stock Purchase Agreements dated December 29, 1994*******
between LINPAC and various employees of the Company
Exhibit 99.L - Stock Purchase Agreement dated January 12, 1995
among LINPAC Mouldings Limited, Chesapeake Partners Limited
Partnership, Chesapeake Partners International Fund Ltd. and
Chesapeake Partners Institutional Fund Limited Partnership
<PAGE>
* 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.
***** 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.
******* Incorporated by reference to the Schedule 13D Amendment No. 7
amended hereby that was filed on behalf of LINPAC Mouldings Limited
on January 11, 1995.
<PAGE>
Exhibit 99.L
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 12th
day of January, 1995, by and between LINPAC MOULDINGS LIMITED ("LINPAC"),
with its principal office at Deykin Avenue, Witton, Birmingham B6 7HY,
England on the one hand and Chesapeake Partners Limited Partnership,
Chesapeake Partners Institutional Fund Limited Partnership and Chesapeake
Partners International, Ltd. on the other hand (collectively, the
"Shareholder on a joint and several basis").
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 281,000 shares (the "Shares") of
common stock of the Company (the "Common Stock");
WHEREAS, the Shareholder desires to sell and LINPAC desires to
purchase the Shares;
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. Purchase Price. The Purchase Price for the Shares shall be
$11.00 per share.
1.2. Additional Consideration. If LINPAC purchases any Common
Stock for a per share price in excess of $11.00 per share during the period
beginning on the date hereof and ending on September 30, 1995, then LINPAC
shall, on or before October 31, 1995, pay the Shareholder, as additional
consideration for the Shares, an amount per share equal to the difference
between the highest per share price paid and $11.00. Notwithstanding the
foregoing, LINPAC shall not be required to make any payment of additional
consideration as a result of the purchase of any Common Stock pursuant to
any existing agreement to which LINPAC is a party, including the purchase
of any Common Stock pursuant to LINPAC's Agreement with certain Roper
family members.
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.
<PAGE>
2.2. Deliveries by LINPAC. At the Closing, LINPAC shall deliver
the following:
(a) $2,779,700 to:
$155,100 to:
(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 the following:
(a) 281,000 shares of Common Stock by free delivery to the
following account:
(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. Each of the
three Shareholder entities is a validly existing limited partnership or
corporation, as applicable, in good standing under its jurisdiction of
organization. Chesapeake Partners Management Co., Inc. has authority to
execute this Agreement on behalf of each Shareholder entity.
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, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors rights
generally, or by general equitable principles, and except to the extent
that indemnification for certain matters pertaining to Federal and state
securities laws may not be enforceable on the grounds that such
indemnification is contrary to public policy. 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 for the execution and delivery by Shareholder of this Agreement
or the performance by Shareholder of its obligations hereunder.
3.4. Common Stock. Shareholder is the owner of the Shares and
has good, marketable and indefeasible title thereto and the absolute right
<PAGE>
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.
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 duly executed and
delivered and constitutes the lawful, valid and legally binding obligation
of LINPAC, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors rights generally, or by general equitable
principles, and except to the extent that indemnification for certain
matters pertaining to Federal and state securities laws may not be
enforceable on the grounds that such indemnification is contrary to public
policy. 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 for 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. The representations and warranties in Section 3
hereof are the only representations and warranties made by Shareholder, and
LINPAC is not relying on any other statements made by Shareholder and has
conducted its own review of the Company for purposes of its investment in
the Shares.
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
<PAGE>
overnight courier (such as Express Mail, Federal Express, etc.) with
written verification of receipt or by telecopy.
6.2. Expenses. 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.
<PAGE>
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
CHESAPEAKE PARTNERS LIMITED
PARTNERSHIP
By: /s/ David A. William By: CHESAPEAKE PARTNERS
David A. Williams MANAGEMENT CO., INC.,
Its: Managing Director General Partner
By: /s/ Mark D. Lerner
Name: Mark D. Lerner
Title: Vice President
CHESAPEAKE PARTNERS INSTITUTIONAL FUND
LIMITED PARTNERSHIP
By: CHESAPEAKE PARTNERS MANAGEMENT CO.,
INC., General Partner
By: /s/ Mark D. Lerner
Name: Mark D. Lerner
Title: Vice President
CHESAPEAKE PARTNERS INTERNATIONAL LTD.
By: CHESAPEAKE PARTNERS MANAGEMENT CO.,
INC., Investment Manager
By: /s/ Mark D. Lerner
Name: Mark D. Lerner
Title: Vice President
