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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
February 27, 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.
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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 2,841,303
BENEFICIALLY
_______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
_______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,841,303
_______________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,841,303
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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57.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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Item 1. Security and Issuer.
This Schedule 13D Amendment No. 9 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
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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 ("LINPAC Group"). The address of
LINPAC Group's principal business and principal office is Evan
Cornish House, Windsor Road, Louth, Lincolnshire, LN11 OLX,
United Kingdom. LINPAC Group's principal business is to serve as
a holding company. The following persons are the directors and
executive officers of LINPAC 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
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LINPAC GROUP Limited
S.F. Robin Director 5 Kensington Retired
(Non- High Street
Executive) London
W8 5NP
United Kingdom
A.T. Smith Secretary and LINPAC Group Limited Secretary
Financial Evan Cornish House and
Director Windsor Road Financial
(Executive) Louth LN11 OLX Director
United Kingdom of Group
R.A. Lang Director LINPAC INC President
(Executive) 6400 Powers Ferry Rd NW of LINPAC
Suite 345 INC
Atlanta
Georgia 30339-2097
USA
M.C. Anderson Director LINPAC Plastics Managing
(Executive) Ltd. 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,
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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
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, subject to its agreement with
the Roper family in the Side Letter Agreement described in item
5(c).
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 2,841,303 or 57.2% of
the total amount outstanding. This number of shares reflects an
additional share of Common Stock to which LINPAC obtained
beneficial ownership pursuant to the Option Agreement dated
September 25, 1994 among LINPAC, certain Roper family members and
the Company ("Option Agreement"). This share of Common Stock was
not previously reported because it was inadvertently omitted from
the Ropers' records of their Common Stock holdings at the time of
the execution of the Option Agreement is a result of a review by
the Roper family members of their Common Stock ownership. The
shares of Common Stock reported in this Amendment No. 9 to
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LINPAC's Schedule 13D have previously been reported as
beneficially owned by LINPAC due to LINPAC's options in such
Common Stock pursuant to the Option Agreement, which is more
fully described in Amendments No. 2 and 3 to LINPAC's Schedule
13D previously filed with the Securities and Exchange Commission.
(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. 8 was filed with
the Securities and Exchange Commission on January 20, 1995,
LINPAC has purchased a total of 992,838 shares of Common Stock.
On February 27, 1995, LINPAC acquired 985,520 shares of Common
Stock from certain members of the Roper family, the controlling
stockholder group of the Company (the "Roper Family"), for a
purchase price of $10.50 per share pursuant to that certain
Purchase Agreement dated February 27, 1995 among LINPAC and
various members of the Roper Family (the "Purchase Agreement"),
attached hereto as Exhibit 99.N. Pursuant to the Purchase
Agreement, LINPAC paid certain Roper Family members approximately
$5.00 per share (the difference between the option price and
$10.50) for terminating options to purchase 132,000 shares of
Common Stock. In addition, as a condition to the Purchase
Agreement, LINPAC agreed with the Roper Family in a Side Letter
Agreement (the "Side Letter Agreement"), attached hereto as
Exhibit 99.M, that if LINPAC does not commence a tender offer
(subject to reasonable or customary conditions) or institute
other actions to offer all outstanding stockholders the right on
or before April 30, 1995, to sell their shares to LINPAC for
$10.50 per share then LINPAC would take such action as is
necessary to provide the stockholders of the Company with an
opportunity at the earliest practicable date; provided, however,
LINPAC's obligations will not apply if the Company is subject to
material and adverse litigation or unanticipated events affecting
the valuation of the Company. In connection with the purchase of
all of the Common Stock held by the Roper Family members, LINPAC
agreed to guarantee all obligations of the Company under the
employment agreements entered into by the Company and William
Roper, Robert Roper and C. Richard Roper, respectively, on
February 27, 1995 (collectively, the "Employment Agreements").
The shares of Common Stock, which are reported in this Amendment
No. 9 to LINPAC's Schedule 13D, have previously been reported as
beneficially owned by LINPAC due to LINPAC's options to purchase
Common Stock pursuant to that certain Option Agreement dated
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September 25, 1994 between the Company, LINPAC and certain Roper
Family members, which is more fully described in Amendments No. 2
and 3 to LINPAC's Schedule 13D previously filed with the
Securities and Exchange Commission. This Option Agreement was
terminated pursuant to the Side Letter Agreement.
On February 10, 1995, LINPAC purchased 7,318 shares of
Common Stock held by certain Roper Family members for $10.50 per
share pursuant to Stock Purchase Agreements, attached hereto as
Exhibits 99.O and 99.P. LINPAC has previously reported these
shares as beneficially owned by LINPAC in Amendments No. 2
through 8 of LINPAC's Schedule 13D previously filed with the
Securities and Exchange Commission.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
On February 27, 1995, LINPAC entered into the Purchase
Agreement in which it agreed to purchase the Common Stock held by
the Roper Family members for $10.50 per share. In connection
with such purchase, LINPAC agreed pursuant to the Side Letter
Agreement that, on or prior to April 30, 1995, subject to certain
conditions, LINPAC would either commence a tender offer, propose
a merger or institute other actions to provided other
stockholders of the Company the opportunity to sell their Common
Stock for $10.50 per share (for more information on these
obligations, see Item 5(c) above and Exhibit 99.M attached
hereto).
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
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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. Exhibit L is
incorporated herein by reference to the Schedule 13D Amendment
No. 8 amended hereby that was filed on behalf of LINPAC on
January 20, 1995. Attached hereto as Exhibit 99.M is a copy of
the Side Letter Agreement dated February 27, 1995 among LINPAC
and various members of the Roper Family. Attached hereto as
Exhibit 99.N is a copy of Stock Purchase Agreement dated
February 27, 1995 among LINPAC Mouldings Limited and certain
members of the Roper family. Attached hereto as Exhibit 99.O is
a copy of the Stock Purchase Agreement dated February 10, 1995
among LINPAC Mouldings Limited and C. Richard Roper, as Custodian
for Cathy Diane Roper under the Uniform Transfer for Minor Act.
Attached hereto as Exhibit 99.P is a copy of the Stock Purchase
Agreement dated February 10, 1995 among LINPAC Mouldings Limited
and C. Richard Roper, as Custodian for Robert Richard Roper under
the Uniform Transfer for Minor Act.
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: March 7, 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)
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EXHIBIT INDEX
Exhibit Page No.
Exhibit A - Letter from Massachusetts Mutual Life (1)
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 (1)
Massachusetts Mutual Life Insurance Company and
MassMutual Corporate Investors dated May 15, 1992.
Exhibit C - LINPAC Mouldings Limited Power of (1)
Attorney to Stanley H. Meadows, P.C.
Exhibit D - Stock Purchase Agreement between (2)
Massachusetts Mutual Life Insurance Company and
LINPAC Mouldings Limited, dated June 12, 1992.
Exhibit E - Stock Purchase Agreement between (2)
MassMutual Corporate Investors and LINPAC Mouldings
Limited, dated June 12, 1992.
Exhibit F - Option Agreement among LINPAC Mouldings (3)
Limited, LINPAC Mouldings, Inc. and certain
stockholders of the Company.
Exhibit G - Share Purchase Agreement between LINPAC (4)
Mouldings Limited and National Bank of Canada dated
October 14, 1994.
Exhibit H - LINPAC Mouldings Limited Power of Attorney (5)
to Stanley H. Meadows, P.C. and Scott M. Williams.
Exhibit I - Letter dated November 25, 1994 to McDermott, (6)
Will & Emery from Fidelity Management & Research Co.
("Fidelity").
Exhibit J - Letter dated December 2, 1994 from David (6)
Williams to Ropak Corporation.
Exhibit 99.K - Stock Purchase Agreements dated December 29, 1994
(7)
between LINPAC and various employees of the Company
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Exhibit 99.L - Stock Purchase Agreement dated January 12, 1995(8)
among LINPAC Mouldings Limited, Chesapeake Partners Limited
Partnership, Chesapeake Partners International Fund Ltd. and
Chesapeake Partners Institutional Fund Limited Partnership
Exhibit 99.M - Side Letter Agreement dated February 27, 1995
among LINPAC Mouldings Limited and certain members of the
Roper Family.
Exhibit 99.N- Stock Purchase Agreement dated February 27, 1995
among LINPAC Mouldings Limited and certain members of the Roper
family holdings Common Stock.
Exhibit 99.O- Stock Purchase Agreement dated February 10, 1995
among LINPAC Mouldings Limited and C. Richard Roper, as Custodian
for Cathy Diane Roper under the Uniform Transfer for Minor Act.
Exhibit 99.P- Stock Purchase Agreement dated February 10, 1995
among LINPAC Mouldings Limited and C. Richard Roper, as Custodian
for Robert Richard Roper under the Uniform Transfer for Minor
Act.
(1) Incorporated by reference to the Schedule 13D amended
hereby that was filed on behalf of LINPAC Mouldings
Limited on May 26, 1992.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
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(6) 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.
(7) 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.
(8) Incorporated by reference to the Schedule 13D Amendment
No. 8 amended hereby that was filed on behalf of LINPAC
Mouldings Limited on January 20, 1995.
03\03\95\32875\010\EDGAR\1013DHJS.008
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SIDE LETTER AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this
20th day of February, 1994, by and between:
LINPAC MOULDINGS LTD. (the "Parent"), with its principal
office at Deykin Avenue, Witton, Birmingham B6 7HY, England;
WILLIAM H. ROPER and his spouse RUTH ROPER, residents of 12
Rue Biarittz, Newport Beach, California 92660;
ROBERT E. ROPER and his spouse NANCY ROPER, residents of
3802 Holden Circle, Los Alamitos, California 90720;
C. RICHARD ROPER and his spouse MARGO ROPER, residents of
1383 N. Mustang, Orange, California 92667;
C. RICHARD ROPER in his capacity as custodian for certain
minor children under the Uniform Transfers to Minors Act (the
"Custodian");
WILLIAM H. ROPER as sole current trustee for the ROPER
FAMILY TRUST DATED 4/12/94 FBO WILLIAM H. ROPER UTA 9/6/77, AS
AMENDED (the "William Trust");
ROBERT E. ROPER as sole current trustee for the ROPER FAMILY
TRUST DATED 4/12/94 FBO ROBERT E. ROPER AND/OR CHILDREN UTA
9/6/77, AS AMENDED (the "Robert Trust"); and
C. RICHARD ROPER as sole current trustee for the ROPER
FAMILY TRUST DATED 4/12/94 FBO RICHARD ROPER AND/OR CHILDREN UTA
9/6/77, AS AMENDED (the "Richard Trust").
For convenience of reference, William H. Roper and Ruth
Roper, Robert E. Roper and Nancy Roper, C. Richard Roper and
Margo Roper, the Custodian, the William Trust, the Robert Trust
and the Richard Trust are sometimes herein collectively called
the "Shareholders".
PREAMBLE
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 parties hereto entered into that certain
Agreement dated September 25, 1994 (the "Option Agreement") with
respect to the purchase and sale of shares in the Company and
certain other matters;
03\08\95\32875\010\10SIDHJS.001
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WHEREAS, due to subsequent events, the parties desire to
terminate their obligations under the Option Agreement;
NOW, THEREFORE, in consideration of the premises,
representations, warranties, covenants, agreements and promises
herein contained, the parties agree as follows:
1. Effective upon the consummation of the following
events, the obligations of the parties under the Option Agreement
shall terminate and be of no further force and effect:
(a) The purchase by the Parent of all shares and stock
options in the Company owned by the Shareholders for a
cash price of $10.50 per share of common stock and, to
the extent any such stock options are not exercised,
the difference between $10.50 per share less the
exercise price of the stock options;
(b) the execution and delivery of this Agreement; and
(c) the execution and delivery of those certain Employment
Agreements dated as of January 1, 1995 between the
Company, on the one hand, and each of William H. Roper,
Robert E. Roper and C. Richard Roper, on the other
hand, with a guaranty of the obligations of the Company
to be executed and delivered by the Parent.
The parties hereto agree to cause all of the above matters to be
concluded by no later than February 27, 1995.
2. Within 60 days hereafter, the Parent shall cause the
Company to purchase from a partnership owned by the Shareholders
certain real property known by the street address of 660 South
State College Boulevard, Fullerton, California, currently leased
by the Company. The purchase price to be paid for such real
property shall be payable in cash and shall be equal to the then
current fair market value of such real property as mutually
agreed upon by Parent and the said partnership, or should they
fail to agree, as determined by an independent appraisal. The
parties shall open an escrow for the purchase and sale of such
real property not more than 60 days hereafter providing for a
closing of such real property purchase and sale within 30 days
thereafter.
3. Parent acknowledges that the Company shall continue to
be obligated to make payments to members of the Roper family
under the terms of 1985 agreements relating to the sale of patent
rights and related know-how, all as presently constituted, for
the remaining term thereof through the year ended December 31,
1995.
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4. Parent undertakes and agrees with the Shareholders that
if the Parent has not, on or before April 30, 1995, commenced a
tender offer (subject to reasonable or customary conditions) or
instituted other actions to offer all other stockholders of the
Company an opportunity to sell their shares of the Company's
common stock for a cash price of not less than $10.50 per share
or, in the alternative, of voting on a proposed merger
transaction that would provide for payment of a cash price of not
less than $10.50 per share if approved by the requisite vote of
Company stockholders, then the Parent shall thereafter take such
action as is necessary for the Company's other stockholders to be
afforded either of such opportunities at the earliest practicable
date consistent with applicable securities laws and regulations;
provided, however, that Parent shall not be obligated under this
Section 4 so long as (i) any litigation or other legal or
administrative proceeding is then pending that prevents Parent
from engaging in such action or materially adversely affects
Parent's ability to proceed with such action, or (ii) there shall
occur hereafter any event or events, presently unanticipated by
the parties, that shall in the reasonable judgment of the parties
materially and adversely affect the valuation of the Company.
5. The parties hereto agree to maintain this Agreement and
the substance of paragraph 4 above as confidential information at
all times prior to April 30, 1995 and shall not disclose the same
to any third party prior to such date.
[SIGNATURE PAGE FOLLOWS]
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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, INC.
By:/s/ David Williams
/s/ William H. Roper
William H. Roper
/s/ Ruth Roper
Ruth Roper
/s/ C. Richard Roper
C. Richard Roper
/s/ Margo Roper
Margo Roper
/s/ Robert E. Roper
Robert E. Roper
/s/ Nancy Roper
Nancy Roper
/s/ C. Richard Roper
C. Richard Roper, as custodian
under the Uniform Transfers to
Minors Act
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ROPER FAMILY TRUST F/B/O WILLIAM H.
ROPER DATED 4/12/94
By: /s/ William H. Roper
William H. Roper, trustee
ROPER FAMILY TRUST F/B/O ROBERT E.
ROPER AND/OR CHILDREN UTA 9/6/77
By: /s/ Robert E. Roper
Robert E. Roper, trustee
ROPER FAMILY TRUST F/B/O C. RICHARD
ROPER AND/OR CHILDREN UTA 9/6/77
By: /s/ C. Richard Roper
C. Richard Roper, trustee
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STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 27th
day of February, 1995, by and among;
LINPAC MOULDINGS LTD. ("LINPAC"), with its principal office
at Deykin Avenue, Witton, Birmingham B6 7HY, England;
WILLIAM H. ROPER and his spouse RUTH ROPER, residents of 12
Rue Biarittz, Newport Beach, California 92660;
ROBERT E. ROPER and his spouse NANCY ROPER, residents of
3802 Holden Circle, Los Alamitos, California 90720;
C. RICHARD ROPER and his spouse MARGO ROPER, residents of
1383 N. Mustang, Orange, California 92667;
WILLIAM H. ROPER as sole current trustee for the ROPER
FAMILY TRUST DATED 4/12/94 FBO WILLIAM H. ROPER UTA 9/6/77,
AS AMENDED (the "William Trust");
ROBERT E. ROPER as sole current trustee for the ROPER FAMILY
TRUST DATED 4/12/94 FBO ROBERT E. ROPER AND/OR CHILDREN UTA
9/6/77, AS AMENDED (the "Robert Trust"); and
C. RICHARD ROPER as sole current trustee for the ROPER
FAMILY TRUST DATED 4/12/94 FBO C. RICHARD ROPER AND/OR
CHILDREN UTA 9/6/77, AS AMENDED (the "Richard Trust").
For convenience of reference, William H. Roper and Ruth Roper,
Robert E. Roper and Nancy Roper, C. Richard Roper and Margo
Roper, the William Trust, the Robert Trust and the Richard Trust
are sometimes herein collectively called the "Shareholders".
PREAMBLE
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 Shareholders are founders, executive
officers and directors of the Company, and own of record and
beneficially the number of issued and outstanding shares
(collectively, the "Shares") of common stock of the Company (the
"Common Stock") listed below:
William H. Roper and Ruth Roper . . . . . . . 225,134 shares
Robert E. Roper and Nancy Roper . . . . . . . 252,554 shares
C. Richard Roper and Margo Roper . . . . . . 269,649 shares
William Trust . . . . . . . . . . . . . . . . 79,395 shares
Robert Trust . . . . . . . . . . . . . . . . 79,394 shares
Richard Trust . . . . . . . . . . . . . . . . 79,394 shares
<PAGE>
WHEREAS, each of William H. Roper, Robert E. Roper and
C. Richard Roper also hold the right to purchase 44,000 shares of
the Common Stock under stock options granted by the Company (the
"Options");
SECTION 1. PURCHASE AND SALE
The purchase price for the Shares shall be $10.50 per
share. The purchase price for the Options shall be $5.0455 per
share of Common Stock represented by the Options.
SECTION 2. CLOSING
2.1. Closing. The transfer of Shares and Options (the
"Closing") shall occur through delivery service or at the offices
of McDermott, Will & Emery, 227 West Monroe Street, Chicago,
Illinois on the date hereof or such other date as the parties
agree.
2.2. Deliveries by LINPAC. At the Closing, LINPAC
shall deliver the following:
(a) wire transfer of immediately available funds
to the applicable Shareholder in the amounts and to the
accounts listed on Schedule 2.2;
(b) wire transfer of immediately available funds
to the applicable Shareholder in the amounts and to the
accounts listed on Schedule 2.2; and
(c) 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, each
Shareholder shall deliver the following:
(a) certificates for its Shares together with stock
powers endorsed in blank with signature guaranteed;
(b) in the case of William H. Roper, Robert E.
Roper and C. Richard Roper, such instruments as are
necessary to cause the surrender and cancellation of
all Options held by each; and
(c) 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 THE SHAREHOLDERS
Each Shareholder represents and warrants to LINPAC as
of the date hereof and as of the Closing, as follows:
<PAGE>
3.1. Authority. Each 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 each 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 for the execution and delivery by each Shareholder of
this Agreement or the performance by each Shareholder of its
obligations hereunder.
3.4. Shares. The Shares are duly authorized, validly
issued, fully paid and non-assessable, were not issued in
violation of any preemptive, subscription or other right of any
person to acquire securities of the Company. Each of the
Shareholders owns the Shares attributed to the Shareholder in the
Preamble 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.
3.5. Capital Stock. The authorized capital stock of
the Company consists of 10,000,000 shares of Common Stock and
3,000,000 shares of Preferred Stock. 4,386,162 shares of Common
Stock are issued and outstanding and no shares of the Company's
Preferred Stock have been issued. Except as owned by LINPAC or
as set forth on Schedule 3.5, there is no outstanding
subscription, option, convertible or exchangeable security,
preemptive right, warrant, call, agreement, arrangement or other
right (other than this Agreement) relating to the Company's
capital stock or other obligation or commitment of any
Shareholder or the Company to issue or transfer any shares of
capital stock.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF LINPAC
LINPAC hereby represents and warrants to each
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
<PAGE>
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. 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.
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. 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 SHAREHOLDERS
By: /s/ David A. Williams /s/ William H. Roper
David A. Williams William H. Roper
Its: Managing Director
By: /s/ Ruth Roper
Ruth Roper
By: /s/ C. Richard Roper
C. Richard Roper
By: /s/ Margo Roper
Margo Roper
By: /s/ Robert E. Roper
Robert E. Roper
By: /s/ Nancy Roper
Nancy Roper
ROPER FAMILY TRUST F/B/O WILLIAM H.
ROPER DATED 4/12/94
By: /s/ William H. Roper
William H. Roper, trustee
ROPER FAMILY TRUST F/B/O ROBERT E.
ROPER AND/OR CHILDREN UTA 9/6/77
By: /s/ Robert E. Roper
Robert E. Roper, trustee
ROPER FAMILY TRUST F/B/O C. RICHARD
ROPER AND/OR CHILDREN UTA 9/6/77
By: /s/ C. Richard Roper
C. Richard Roper, trustee
<PAGE>
03\08\95\32875\010\10AGTSMW.011
<PAGE>
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into
this 10th day of February, 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 C. Richard
Roper, as Custodian for Cathy Diane Roper under the Uniform
Transfers to Minor Act (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 3,659 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
The Purchase Price for the Shares shall be $10.50 per
share.
SECTION 2. CLOSING
2.1. Closing. The transfer of stock (the "Closing")
shall occur through delivery service or at the offices of
McDermott, Will & Emery, 227 West Monroe Street, Chicago,
Illinois on the date hereof.
2.2. Deliveries by LINPAC. At the Closing, LINPAC
shall deliver a check in the amount of $38,419.50 payable to the
Shareholder and 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) a certificate for 3,659 shares of Common Stock
together with a stock power endorsed in blank with signature
guaranteed; and
(b) such other endorsements, instruments or documents
as may be necessary or appropriate to carry out the transactions
contemplated hereby.
<PAGE>
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 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 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. 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
<PAGE>
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.
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. 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 /s/ C. Richard Roper
David A. Williams C. Richard Roper as Custodian
Its: Managing Director for Cathy Diane Roper
03\08\95\32875\010\10AGTSMW.013
<PAGE>
STOCK PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this
10th day of February, 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 C. Richard
Roper, as Custodian for Robert Richard Roper under the Uniform
Transfers to Minor Act (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 3,659 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
The Purchase Price for the Shares shall be $10.50 per
share.
SECTION 2. CLOSING
2.1. Closing. The transfer of stock (the "Closing") shall
occur through delivery service or at the offices of McDermott,
Will & Emery, 227 West Monroe Street, Chicago, Illinois on the
date hereof.
2.2. Deliveries by LINPAC. At the Closing, LINPAC shall
deliver a check in the amount of $38,419.50 payable to the
Shareholder and 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) a certificate for 3,659 shares of Common Stock
together with a stock power endorsed in blank with
signature guaranteed; 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
<PAGE>
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 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 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. 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,
<PAGE>
expense, claim or obligation arising from any breach of any
representation and warranty or failure to fulfill any covenant
hereunder.
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. 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 /s/ C. Richard Roper
David A. Williams C. Richard Roper as Custodian
Its: Managing Director for Robert Richard Roper
03\08\95\32875\010\10AGTSMW.012
