OMB APPROVAL
OMB Number: 325-0145
Expires: October 31, 1997
Estimated average burden
hours per response.........14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Plymouth Rubber Co., Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
730026101
(CUSIP Number)
Rodney M. Propp
405 Park Avenue
New York, New York 10001 Telephone: (212) 421-1117
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 7, 1997
(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.
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. 730026101 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodney M. Propp
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 50,100
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
50,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*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. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 730026101 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
P-II, Incorporated
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4. SOURCE OF FUNDS*
0
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 49,000
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
49,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 730026101 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanaper Partners, L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
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
New York
7 SOLE VOTING POWER
49,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 49,000
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON*
PN
*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. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 730026101 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morris Propp
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
2,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 60,800
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,000
WITH
10 SHARED DISPOSITIVE POWER
60,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
IN
*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. 2 OF 7
<PAGE>
Page 3 of 9 Pages
Item 1. Security and Issuer.
The securities to which this statement (the "Schedule 13D")
relates are the shares of Class A Common Stock (the "Stock") of Plymouth Rubber
Co., Inc. (the "Company"). The Company's principal executive offices are located
at Revere Street, Canton, Massachusetts 02021.
Item 2. Identity and Background.
This Schedule 13D is filed collectively by the following
individuals and entities which are hereinafter referred to as the "Reporting
Persons":(1) Morris Propp, a private investor, (2) Rodney M. Propp, a private
investor (and cousin of Morris Propp), (3) Hanaper Partners, L.P., a Delaware
limited partnership, of which all the limited partners are relatives of Morris
Propp and Rodney M. Propp, and which is engaged in the business of making
investments, and (4) P-II, Incorporated, a New York corporation, all of the
stock of which is owned by relatives of Morris Propp and Rodney M. Propp, and
which is engaged in the business of managing Hanaper Partners, L.P. and making
investments in its own behalf. Each Reporting Person's business address is c/o
P-II, Incorporated, 405 Park Avenue, New York, New York 10022. The individual
Reporting Persons are both citizens of the United States.
<PAGE>
Page 4 of 9 Pages
During the last five years, none of the Reporting Persons has
been (a) convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or 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.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were borrowed for the Reporting Persons' purchases.
Morris Propp used the funds of (i) Eugenie A. Propp and Melvin Heller to
purchase shares of the Company's Stock for such persons in their accounts, over
which Morris Propp has discretionary trading authority and (ii) the Morris &
Anna Propp Sons Fund, a Trust, to purchase shares of the Company's stock for
such Trust, of which Morris Propp is a Trustee. Rodney Propp used the funds of
the Gabrielle Propp Marital Trust B to purchase shares of the Company's stock
for such Trust, of which Rodney Propp is a Trustee. All funds used to purchase
the rest of the Company's Stock owned by the Reporting Persons were personal
funds, in the cases of Morris Propp, and working capital funds in the case of
Hanaper Partners, L.P. It is anticipated that such personal funds and working
capital will be used to make additional purchases, if any, of the Company's
securities.
<PAGE>
Page 5 of 9 Pages
Item 4. Purpose of Transaction.
The Common Stock held by the Reporting Persons was acquired
and is being held as an investment and they have no present plans or proposals
which relate to or would result in: (a) the acquisition or disposition by any
person (other than the Reporting Persons) of additional securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the issuer; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
<PAGE>
Page 6 of 9 Pages
Item 5. Interest in Securities of the Issuer.
The Reporting Persons own beneficially in the aggregate 63,900
shares of Stock which constitutes approximately 7.88% of the shares of Stock
outstanding, based upon the Company's Report on Form 10-K, filed on February 27,
1997, for the period ended November 30, 1996, in which the Company reported
810,586 shares of Stock outstanding. Such amount includes 49,000 shares of Stock
owned by Hanaper Partners, L.P. and 2,000 shares of Stock owned by Morris Propp.
In addition, Morris Propp has shared dispositive power over: 4,900 shares of the
Company's Stock owned by Eugenie A. Propp, by virtue of his discretionary
authority over her brokerage account in which such shares are held; 5,000 shares
of the Company's Stock owned by Melvin Heller, by virtue of his discretionary
authority over his brokerage account in which such shares are held; and 1,900
shares of the Company's stock owned by the Morris & Anna Propp Sons Fund, as its
Trustee. Rodney M. Propp has shared dispositive power over 1,100 shares owned by
the Gabrielle Propp Marital Trust B, as its Trustee. Morris Propp expressly
disclaims beneficial ownership of the 1,100 shares owned by the Gabrielle Propp
Marital Trust B. Rodney M. Propp expressly disclaims beneficial ownership of the
following shares: the 2,000 shares owned by Morris Propp; the 4,900 shares owned
by Eugenie A. Propp; the 5,000 shares owned by Melvin Heller; and the 1,900
shares owned by the Morris & Anna Propp Sons Fund. Each of the Reporting Persons
has the sole power to vote and direct the vote or to dispose and direct the
<PAGE>
Page 7 of 9 Pages
disposition of the Stock which he or it owns, except that Morris Propp and
Rodney Propp share the power to direct the vote and disposition of the 49,000
shares owned by Hanaper Partners, L.P. by virtue of P-II, Incorporated's status
as general partner of Hanaper Partners, L.P.
Within the last 60 days, the Reporting Persons have engaged in
the following transactions (all open market purchases) in the Company's Class A
Common Stock:
HANAPER PARTNERS, L.P.
Date Shares Price
5/13/97 700 @ 4-5/8
5/08/97 8,000 @ 4-1/8
5/08/97 3,000 @ 4-1/4
5/08/97 1,000 @ 4-3/8
5/07/97 2,000 @ 4-1/8
5/07/97 2,000 @ 4-1/4
5/07/97 2,000 @ 4-3/8
5/07/97 2,000 @ 4-1/2
5/07/97 2,500 @ 4-5/8
5/07/97 5,700 @ 4-3/4
5/07/97 1,000 @ 4-13/16
5/06/97 1,000 @ 4-7/8
5/06/97 3,500 @ 5
5/05/97 1,000 @ 5-1/8
5/02/97 2,000 @ 5-1/8
5/02/97 2,900 @ 5
5/01/97 500 @ 5-1/4
5/01/97 500 @ 5-3/8
5/01/97 500 @ 5-1/2
4/25/97 800 @ 6
MORRIS PROPP
5/07/97 2,000 @ 4.50
<PAGE>
Page 8 of 9 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Reporting Persons do not have any contracts, arrangements
or understandings with any other person with respect to the securities of the
Company, except for their agreement to file this Schedule 13D collectively. The
Reporting Persons disclaim membership in any group with respect to the
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
<PAGE>
Page 9 of 9 Pages
Signatures
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.
/s/ Rodney M. Propp
May 16, 1997 ______________________
Rodney M. Propp
/s/ Morris Propp
May 16, 1997 ______________________
Morris Propp
May 16, 1997 Hanaper Partners, L.P.
By: P-II Incorporated,
General Partner
/s/ Morris Propp
By:________________________________
Morris Propp, President
May 16, 1997 P-II, Incorporated
/s/ Morris Propp
By:________________________________
Morris Propp, President
