UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
PACKAGING RESEARCH CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
695167 10 6
(CUSIP Number)
Miriam R. Peterson
146 Glynn Way
Houston, TX 77056
(719) 960-8660
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 20, 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
[x]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
_______________________________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 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).
SCHEDULE 13D
CUSIP No. 695167 10 6
1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
MIRIAM R. PETERSON - SOCIAL SECURITY NO. ###-##-####
2) Check the Appropriate Box if a Member of a Group*
(a) ____
(b) X
3) SEC Use Only _______________________
4) Source of Funds (See Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ____
6) Citizenship or Place of Organization USA
Number of 7) Sole Voting Power 100,000
Shares Bene-
ficially 8) Shared Voting Power 913,152
Owned by
Each Report- 9) Sole Dispositive Power 1,013,152
ing Person
With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,013,152
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) _____
13) Percent of Class Represented by Amount in Row (11) 32.7%
14) Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer.
Common Stock, par value $.01 per share (the "Common Stock"),
of Packaging Research Corporation ("PRC"), 2582 So. Tejon
Street, Englewood, Colorado 80110.
Item 2. Identity and Background.
(a) Miriam R. Peterson ("Peterson")
(b) 146 Glynn Way, Houston, Texas 77056.
(c) Retired.
(d) Peterson has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors).
(e) Peterson has not, during the last five years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and has
not been nor presently is 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.
(f) United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
100,000 shares of Common Stock were issued to Peterson in
connection with settlement of various claims among PRC, its
wholly owned subsidiary Mama Rizzo's, Inc. ("MRI"), Stephen
M. Yamin and Peterson pursuant to a letter agreement dated
May 22, 1995.
913,152 shares of Common Stock were issued to Peterson with
respect to the acquisition of the assets and business of MRI
by PRC in exchange for cancellation of indebtedness owed by
MRI to Peterson in the principal amount of $5,935,488
pursuant to a letter agreement dated January ___, 1995,
effective as of December ____, 1994, as supplemented by a
letter agreement dated June 29/30, 1995.
Item 4. Purpose of Transaction.
Peterson does not have any plan or proposal, either
individually or collectively with another person, which relates
to or would result in:
(a) The acquisition by any person of additional securities
of PRC, or the disposition of securities of PRC.
However, pursuant to the letter agreement dated May 22,
1995, Peterson has the right on or after January 1,
1997, to require, upon 30 days' notice, that PRC
purchase all or any portion of the 100,000 shares of
Common Stock at a purchase price payable in cash of
$2.00 per share;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving PRC or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
PRC or any of its subsidiaries;
(d) Any change in the present board of directors or
management of PRC, including any plans or proposals to
change the number of term or directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of PRC;
(f) Any other material change in PRC's business or
corporate structure;
(g) Changes in PRC's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of PRC by any person;
(h) Causing a class of securities of PRC to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer system of a
registered national securities association;
(i) A class of equity securities of PRC becoming eligible
for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Peterson beneficially owns 1,013,152 shares of Common
Stock, which is 32.7% of the issued and outstanding
shares of Common Stock.
(b) Peterson has the sole power to vote or to direct the
vote of and the sole power to dispose or to direct the
disposition of 100,000 shares of Common Stock.
Peterson has shared power to vote or to direct the vote
of and the sole power to dispose or to direct the
disposition of 913,152 shares of Common Stock.
Pursuant to the letter agreement dated June 29/30,
1995, Peterson agreed to vote 913,152 shares of Common
Stock in accordance with the recommendations to
shareholders by management of PRC on all matters
submitted for a shareholder vote if Peterson, in her good
faith discretion, reasonably determines that any such
management recommendation is in the best interests of PRC.
(c) Other than as set forth herein, there have been no
transactions in PRC Common Stock effected during the
past 60 days.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock
owned by Peterson.
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Pursuant to the letter agreement dated January ____, 1995,
effective as of December ____, 1994, as supplemented by
letter agreement dated June 29/30, 1995, and the May 22,
1995, letter agreement, Peterson and PRC have agreed that:
(i) In the event gross revenues of MRI for the calendar
year 1995 are less than $15,000,000, Peterson has
agreed to return to the Company for cancellation
307,692 shares of the 913,152 shares of Common Stock
issued to her, reducing the number of shares of Common
Stock owned by Peterson from 1,013,152 shares to
705,460 shares, or 25.3% of the issued and outstanding
shares of Common Stock; and
(ii) Until June 30, 1997, Peterson is required to vote
913,152 shares (605,460 shares in the event the number
of shares is reduced as set forth in (i) above) in
accordance with the recommendations to shareholders by
management of PRC on all matters submitted for a
shareholder vote so long as Peterson, in her good faith
discretion, reasonably determines that any such
management recommendation is in the best interests of
PRC.
(iii) At any time, or from time to time, on or after
January 1, 1997, PRC is required, upon 30 days'
prior notice from Peterson, to purchase all or any
portion of the 100,000 shares of Common Stock
issued to her pursuant to the May 22, 1995 letter
agreement at a price payable in cash of $2.00 per
share.
Item 7. Material to be Filed as Exhibits.
(a) Letter agreement dated January ____, 1995, effective as
of December ____, 1994.
(b) Supplement dated June 29/30, 1995 to letter agreement
dated January ____, 1995, effective as of December
____, 1994.
(c) Letter agreement dated May 22, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: November 20, 1995 Signature
/s/ Miriam R. Peterson
Miriam R. Peterson
Name/Title
January ____, 1995 effective
as of December ____, 1994
Mrs. Miriam Peterson
4550 Post Oak Place
Suite 148
Houston, Texas 77027
Dear Mrs. Peterson:
This letter will set forth our agreement, effective as
of December ____, 1994, with respect to the pending acquisition
by Packaging Research Corporation of the assets and business of
Mama Rizzo's, Inc. ("MRI") and MRI's indebtedness to you. For
convenience we shall refer to you as "Peterson" and to ourself as
"PRC."
1. PRC has entered into an Acquisition Agreement with MRI
and its shareholders for the acquisition of
substantially all of the assets and liabilities of MRI.
The consummation of that Agreement is conditioned upon
a number of matters including reaching a mutually
acceptable agreement with Peterson with respect to the
MRI indebtedness to Peterson. We understand that as of
June 30, 1994 that indebtedness, including accrued
interest, was approximately $9,200,000. All of such
indebtedness of MRI to Peterson as of June 30, 1994 is
hereinafter referred to as the "Indebtedness." All
additional advances by Peterson to MRI made after
June 30, 1994 is hereinafter referred to as the "Post
June 30 Advances." The Post June 30 Advances have
totalled $2,000,000. Solely for purposes of this
Agreement, the Indebtedness and the Post June 30
Advances shall not accrue interest after June 30, 1994.
2. As of the effective date of this letter agreement, PRC
shall purchase from Peterson all of her rights with
respect to the Post June 30 Advances for $2,000,000.
In connection with the purchase of such Post June 30
Advances by PRC, Peterson shall (i) subordinate the
repayment of the Indebtedness to the repayment by MRI
to PRC of the Post June 30 Advances, and (ii) assign to
PRC the security interests she holds in the assets of
MRI to the extent of the Post June 30 Advances.
3. Upon the execution of this letter agreement, PRC shall
purchase from Peterson a proportionate part of the
Indebtedness equal to $3,000,000 divided by the amount
of the Indebtedness in consideration for the payment to
Peterson of $3,000,000. In connection with such
purchase, Peterson shall (i) subordinate the repayment
to her of the remaining Indebtedness to the repayment
by MRI to PRC of such purchased portion of the
Indebtedness, and (ii) further assign to PRC the
security interests she holds in the assets of MRI to the
extent of such purchased portion of the Indebtedness.
4. On the closing of the acquisition of the assets and
business of MRI by PRC, the remaining Indebtedness held
by Peterson shall be discharged as follows:
(a) A portion of the remaining Indebtedness shall be
discharged through an offset, on a dollar for
dollar basis, against the principal and interest
of the indebtedness then existing at the closing
of Peterson to PRC, which is in the present
principal amount of $1,200,000.
(b) PRC shall issue to Peterson PRC common stock for
the balance of the remaining Indebtedness valued
for such purpose at $6.50 per share. In the event
of any change in the capitalization of PRC prior
to the closing as a result of stock dividend,
stock split or stock consolidation, the value of
such shares shall be appropriately adjusted.
Peterson shall be entitled to cause PRC at its
expense to register such stock for resale under
the Securities Act of 1933 on Form S-3. If PRC
registers any of Peterson's stock during 1995,
Peterson shall not during 1995 resell such stock
pursuant to such registration in an amount greater
than the volume limitations on resales of
restricted stock set forth under Rule 144 of the
SEC. In the event of any public stock offering by
PRC prior to January 1, 1996, Peterson shall agree
to restrictions on the resale of such stock to the
same extent as so agreed by the officers,
directors and other principal shareholders of PRC.
Notwithstanding anything to the contrary contained
in the foregoing, in the event that the business
of MRI does not generate for PRC gross revenues of
at least $15,000,000 during 1995, the payment to
Peterson for the remaining Indebtedness under this
subparagraph (b) shall be reduced by $2,000,000 or
by 307,692 shares of PRC common stock.
5. Peterson represents and warrants that she owns the
Indebtedness and Post June 30 Advances free and clear
of all liens and encumbrances and that the consent of
no other person or entity is necessary for her carrying
out the agreement set forth herein. Peterson also
acknowledges that she understands that the acquisition
of the assets and business of MRI by PRC is subject to
a number of conditions and that accordingly there can
be no assurance that such acquisition will be completed
and if not completed, the agreement set forth in this
letter, except for the provisions of paragraphs 2 and 3
hereof, shall become of no effect. On the closing of
such acquisition and in connection with the
consummation of the agreement set forth herein, Peterson
or her investment representative or agent shall execute
an investment representation letter in customary form to
establish the exemption for the issuance of the PRC
common stock described in paragraph 4(b) above from the
registration requirements of the Securities Act of 1933
pursuant to Section 4(2) thereof.
6. PRC and Peterson shall execute all other documents and
take all other actions as are reasonably necessary and
customary to carry out the provisions and intent of
this letter agreement.
7. The terms and conditions of this letter agreement shall
bind and inure to the benefit of PRC and Peterson and
their respective successors, assigns, heirs and
personal representatives.
If this letter correctly sets forth our agreement, please
sign and return the attached copy hereof.
Very truly yours,
PACKAGING RESEARCH CORPORATION
By: /s/ Robert A. Fillingham
Title: President
Agreed to this ______ day
of January, 1995 effective
as of December ___, 1994.
/s/ Miriam Peterson
Miriam Peterson
June 30, 1995
Mrs. Miriam Peterson
146 Glynn Way
Houston, Texas 77056
Dear Mrs. Peterson:
This letter will supplement our agreement dated
January ____, 1995 effective as of December ____, 1994 (the
"Agreement"). For convenience we shall refer to you as
"Peterson" and to ourself as "PRC."
1. Pursuant to the terms and conditions of the
Agreement, PRC shall issue to Peterson a certificate for 913,152
common shares of PRC stock (the "Stock"). Peterson acknowledges
that the certificate representing the Stock shall be endorsed
with the following legend (the "Legend"):
A. The securities represented by this certificate
have been issued pursuant to the terms and conditions of
an Agreement dated January ____, 1995 effective as of
December ____, 1994 between the Company and Miriam
Peterson.
B. The securities represented by this certificate
have not been registered under the Securities Act of 1933
(the "Act") and are "restricted securities" as that term
is defined in Rule 144 under the Act. The securities may
not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement
under the Act or pursuant to an exemption from securities
registration under the Act or pursuant to an exemption
from securities registration under the Act, the
availability of which is to be established to the
satisfaction of the Company.
2. In the event that the gross revenues of Mama
Rizzo's, Inc. for the calendar year 1995 are less than
$15,000,000, Peterson shall exchange the certificate for the
Stock for a certificate representing 605,460 PRC shares, also
bearing the Legend.
3. Until June 30, 1997, Peterson shall vote the Stock
in accordance with the recommendations to shareholders by
management of PRC on all matters submitted for a shareholder vote
if Peterson in her good faith discretion reasonably determines
that any such management recommendation is in the best interests
of PRC.
4. PRC represents and warrants to Peterson that the
Stock has been fully paid, non-assessable and is free and clear
of all liens and encumbrances except as expressly set forth in
this letter agreement.
5. Peterson acknowledges that PRC has provided to her
its Form 10-K for the year ended December 31, 1994 filed with the
Securities and Exchange Commission and its Form 10-Q for the
three months ended March 31, 1995 filed with the Commission.
Peterson acknowledges that the issuance of the Stock has not been
registered under the Securities of 1933, as amended, and that the
Stock shall constitute restricted stock under such Act, and
Peterson represents and warrants that she is acquiring such stock
for investment and not for distribution within the meaning of
such Act. Notwithstanding the foregoing, PRC acknowledges that
under the Agreement it is obligated at the request of Peterson to
register the Stock for resale under such Act on Form S-3.
6. The terms and conditions of this Agreement shall
bind and inure to the benefit of PRC and Peterson and their
respective successors, assigns, heirs and personal
representatives.
7. This Agreement may be executed in counterparts by
facsimile each of which shall be deemed to constitute an
original.
If this letter correctly sets forth our agreement,
please sign and return the attached copy hereof.
Very truly yours,
PACKAGING RESEARCH CORPORATION
By: /s/ Robert A. Fillingham
President
Agreed to this 29 day of June, 1995.
/s/ Miriam Peterson
Miriam Peterson
May 22, 1995
Mrs. Miriam Peterson
4550 Post Oak Place
Houston, Texas 77027
Dear Mrs. Peterson:
This letter will set forth our agreement with respect
to the settlement of various claims among Packaging Research
Corporation, Mama Rizzo's, Inc., Stephen M. Yamin and you. For
convenience we shall refer to Packaging Research Corporation as
"PRC," Mama Rizzo's, Inc. as "MRI," Mr. Yamin as "Yamin" and you
as "Peterson."
1. Recitals. MRI is a wholly owned subsidiary of
PRC. PRC, MRI and Yamin, together with parties affiliated with
Yamin, are engaged in litigation arising out of the purchase by
MRI from Yamin and such affiliates of the Mama Rizzo's pasta
sauce business and the former employment of Yamin by PRC. Yamin
is indebted to Peterson and Peterson has commenced litigation to
collect those debts. PRC, MRI and Yamin propose to enter into an
agreement settling all disagreements between them and providing
for comprehensive mutual releases, which settlement agreement
requires the settlement of the claims of Peterson against Yamin.
The agreement set forth in this letter contains the terms and
conditions pursuant to which Peterson agrees to release such
claims.
2. Release of Claims. Subject to the terms and
conditions set forth in this letter, and conditioned upon the
settlement of the claims among PRC, MRI and Yamin pursuant to
which, among other things, all shares of PRC issued for the
acquisition of the Mama Rizzo's business are returned to PRC and
PRC pays to Yamin and his affiliates $283,750, Peterson hereby
agrees to dismiss with prejudice Cause No. 95-013824 pending in
the District Court in and for Harris County, Texas and release
Yamin, Mary Ann Yamin, M.A. Yamin, Inc. and P.S.M.S., Inc. of any
liability to Peterson for loans made by her to any of such
persons or entities. In return, each of such persons shall
release Peterson from any claims they may have against her. A
copy of such settlement agreement, which includes the foregoing
releases, is attached hereto.
3. Issuance of PRC Stock to Peterson.
a. PRC shall issue to Peterson 100,000 shares of
the outstanding common stock of PRC. The issuance of such
shares shall not be registered under the Securities Act of
1933 and accordingly such shares shall constitute restricted
stock under the Act but Peterson shall be entitled upon
demand to cause PRC at its expense to register such stock
for resale under the Act on Form S-3. PRC following such
registration shall provide its appropriate good faith
assistance to Peterson in accomplishing such resale. Peterson
acknowledges that PRC has provided to her its Form 10-K for
the year ended December 31, 1994 filed with the Securities and
Exchange Commission and its Form 10-Q for the three months
ended March 31, 1995 filed with the Commission. PRC represents
and warrants to Peterson that the PRC stock when issued will be
fully paid, non-assessable and fee and clear of all liens and
encumbrances.
b. At any time, or from time to time, on or
after January 1, 1997 PRC shall, upon thirty days prior
notice from Peterson, purchase all or any portion of the
100,000 PRC shares described in subparagraph a. above (to
the extent not already resold by her) at a price payable in
cash of $2.00 per share. In the event of any change in the
capitalization of PRC through stock split, stock dividend or
similar transaction causing a change in the number of such
100,000 shares, such $2.00 per share purchase price shall
also be proportionately adjusted and the repurchase
obligation shall remain in full force and effect as to all of
such shares. Notwithstanding the foregoing, Peterson agrees
that the obligation of PRC to purchase such 100,000 shares
shall be subject to any restrictions applicable thereto of any
bank or similar loan agreement into which PRC may subsequently
enter for the purpose of financing the businesses of it and MRI.
4. Further Assurances. PRC and Peterson shall
execute other documents and take other actions as are reasonably
necessary in the opinions of their respective counsel to carry
out the provisions and intent of the agreement set forth in this
letter.
5. Benefit. The terms and conditions of this
agreement shall bind and inure to the benefit of PRC and Peterson
and their respective successors, assigns, heirs and personal
representatives.
6. Counterparts. This agreement may be executed in
counterparts by facsimile, each of which shall be deemed to
constitute an original.
If this letter correctly sets forth our agreement,
please sign and return the attached copy hereof.
Very truly yours,
PACKAGING RESEARCH CORPORATION
By: /s/ Robert A. Fillingham
President
Attachment
Agreed to this 22 day of May, 1995.
/s/ Miriam R. Peterson
Miriam Peterson
