SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D<F1>
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PORTAGE INDUSTRIES CORPORATION
(Name of Issuer)
COMMON STOCK -- $.01 PAR VALUE
(Title of Class of Securities)
735755100
(CUSIP Number)
Stephen A. Tsoris
McDermott, Will & Emery
227 West Monroe Street, Chicago, IL 60606, 312-372-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 26, 1996
(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.
[FN] Restatement of entire 13D for first electrnoic filing per Rule 13d-2(c).
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. 735755100
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madison Allen Self
SS No. ###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
N/A
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
N/A
_________________________________________________________________
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
NUMBER OF SHARES 324,500 (See Item 4)
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 324,500 (See Item 4)
_______________________________________________________
10 SHARED DISPOSITIVE POWER
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,500
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.30
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is common stock, $0.01 par value (the "Shares"), and the name and
address of the principal executive offices of the issuer of such shares is
Portage Industries Corporation (the "Company"), 1325 Adams Street, Portage,
Wisconsin 53901.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this statement is Madison Allen Self ("M.A.
Self" or "Self").
(b) Mr. Self's business address is 1440 Huntington Drive, Calumet
City, IL 60409.
(c) The present principal occupations of the reporting persons are:
Mr. Self is Chairman of Tioga International, Inc., a company
formed to engage in the coatings and polymers products industry.
Three subsidiaries of Tioga International, RuVan, Inc., Pro Form, Inc.
and Tioga Coatings, engage in the sealant, plastic extrusion and
coatings business. Mr. Self owns a majority of the stock of Tioga
International, Inc. The address of Tioga International is: 1440
Huntington Drive, Calumet City, IL 60409. Mr. Self is also a director
and Chairman of RuVan, Inc. The address of RuVan, Inc. is: 1175
Diamond Avenue, Evansville, IN 47711.
Mr. Self is also a President of Allen Financial, Inc., a company
wholly-owned by Mr. Self engaged in the business of investing and
managing the assets of the Self family. The address of Allen
Financial, Inc. is: 2770 North Indiana River Blvd., Vero Beach, FL
32960.
Mr. Self also manages personal and family investments.
(d) Mr. Self has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the last five years.
(e) During the last five years, Mr. Self has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
pursuant to which proceeding he 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.
(f) Mr. Self is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A Mr. Self has granted an option to purchase his shares and no
expenditure of funds on his part is required. See Item 4.
ITEM 4. PURPOSE OF TRANSACTION
On January 26, 1996, Mr. Self executed a Shareholder Option Agreement
granting Spartech Corporation ("Optionee") an option to purchase all 324,500 of
his shares at $6.60 per share (or such higher price as may be offered pursuant
to the proposed acquisition transaction described herein). Mr. Self granted the
option to Optionee to induce Optionee to proceed with its proposed acquisition
by merger of all of the Company's outstanding shares. The option expires if
notice of a binding intent to exercise is not given within 120 days, or earlier
if Optionee notifies the Company that it does not intend to proceed with the
acquisition. Mr. Self also agreed to deliver to Optionee, upon its exercise of
the Option, an executed irrevocable proxy permitting Optionee to vote his Shares
if Optionee so requests. While the option is outstanding, Mr. Self has agreed
not to: (i) transfer or enter into any arrangements with respect to the transfer
of his shares; (ii) grant any proxies with respect to his shares; or (iii)
solicit any party to purchase the shares or the Issuer. Except to the extent
set forth herein, Mr. Self does not have any agreement with any party to act as
a group with respect to his Shares. For additional information concerning the
specific terms of the Shareholder Option Agreement, reference is hereby made to
such Agreement, attached as an Exhibit hereto.
Mr. Self purchased the Shares for purposes of investment because he
regards the Shares as an attractive investment at the prices prevailing at the
time.
Mr. Self is analyzing the Company and its business but has no present
plans or proposals, other than the option described above, which relate to or
would result in any of the other actions or matters referred to in the text of
Item 4 of Schedule 13D. Mr. Self, however, retains the right to take all such
actions as may be deemed appropriate to protect his investment in the Company.
In the event that the option is not exercised, subject to a continuing review of
the business prospects of the Company and depending on market conditions,
economic conditions and other relevant factors, Mr. Self may seek representation
on the Company's board of directors, determine to increase, decrease or entirely
dispose of his holdings of the Company, purchase by private purchase, in the
open market, by tender offer or otherwise additional equity securities of the
Company for investment, or acquire or seek to acquire control of the Company by
merger, exchange of securities, asset acquisition, tender offer or in privately
negotiated transactions on such terms and at such times as he may consider
desirable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 1, 1995, the Company has issued and outstanding
2,269,100 Shares (according to the Company's Form 10-Q Report). All percentages
contained in this Schedule are based on that number of issued and outstanding
Shares.
(b) Except as described in Item 4, Mr. Self had sole power to vote
and dispose of all outstanding Shares beneficially owned by him.
(c) The only transactions effected by Mr. Self during the last sixty
days are as described in Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(3) Shareholder Option Agreement
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
accurate.
Dated: February 2, 1996
/s/ Madison Allen Self
Madison Allen Self
EXHIBIT 7(3)
SHAREHOLDER OPTION AGREEMENT
This Shareholder Option Agreement (the "Agreement") is entered into this
26th day of January, 1996 by and between MADISON ALLEN SELF ("Shareholder") and
SPARTECH CORPORATION, a Delaware corporation ("Optionee").
WITNESSETH:
WHEREAS, Optionee has entered into a letter of intent dated January 22,
1996 (the "Letter of Intent") with Portage Industries Corporation, a Delaware
corporation ("Portage"), providing for the purchase by Optionee of all
outstanding Portage Common Stock at a price of $6.60 per share; and
WHEREAS, the transaction is expected to be structured as a cash merger (the
"Merger"); and
WHEREAS, Shareholder owns 324,500 shares of Portage Common Stock (the
"Optioned Shares"); and
WHEREAS, Shareholder desires to induce Optionee to proceed with the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in consideration of $1.00 and such other valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Grant and Exercise of Option. Shareholder hereby grants Optionee an
irrevocable option (the "Option") to purchase all of his Optioned Shares during
the Exercise Period (as defined below) at a price in cash of $6.60 per share, or
such higher price as may be offered by Optionee pursuant to the Merger. On the
terms and subject to the conditions of this Agreement, Optionee may exercise the
Option in whole, but not in part, at any time during the Exercise Period. To
exercise the Option, Optionee shall give written notice to Shareholder
specifying a place and date for the closing which date shall not be later than
ten business days from the date of such notice and may be one day after the
delivery of such notice or earlier if reasonably practicable. The giving of
such notice shall create a binding obligation of Optionee to buy and of
Shareholder to sell the Optioned Shares on the closing date. For the purposes
of this Agreement, the "Exercise Period" shall mean the period commencing on the
date hereof and extending for a period of 120 days thereafter.
2. Closing. At the closing (the "Closing") of the purchase of Optioned
Shares:
(a) against delivery of Shareholder's Optioned Shares, Optionee shall pay
to Shareholder the aggregate purchase price for such Optioned Shares by bank
cashier's check or by wire transfer to a bank designated by Shareholder; and
(b) Shareholder shall cause to be delivered to Optionee a duly executed
certificate or certificates representing all of the Optioned Shares, together
with stock powers endorsed in blank, relating to such certificates (or at
Optionee's request the shares which are currently held in street name, may be
delivered as instructed by Optionee through the facilities of the Depository
Trust Company) and, if requested by Optionee, an irrevocable proxy, duly
executed by Shareholder, authorizing such persons as Optionee shall designate to
act for Shareholder as his lawful agent, attorney and proxy, with full power of
substitution, to vote in such manner as such agent, attorney and proxy or its
substitute shall in its sole discretion deem proper, and otherwise act with
respect to the Optioned Shares which Shareholder is entitled to vote at any
meeting (whether annual or special and whether or not an adjourned meeting) of
Portage's Shareholder or otherwise, and revoking any prior proxies granted by
Shareholder with respect to the Optioned Shares.
3. Covenants of Shareholder. During the period from the date of this
Agreement until the termination of the Option, except in accordance with the
provisions of this Agreement, Shareholder agrees that he will not:
(a) sell, transfer, pledge, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
the sale, transfer, pledge, assignment or other disposition of any Optioned
Shares;
(b) grant any proxies, deposit any Optioned Shares into a voting trust
or enter into a voting agreement with respect to any Optioned Shares; or
(c) solicit or encourage any party, other than Optionee, to acquire or
offer to acquire Portage, any of his stock or a material portion of the
Portage's assets or business;
4. Representations and Warranties of Shareholder. Shareholder
represents and warrants to Optionee as follows:
(a) Shareholder owns the number of Optioned Shares specified in the
recitals of this Agreement and has the right, power and authority to execute and
deliver this Agreement and to sell the Optioned Shares; such execution, delivery
and sale will not violate or breach any outstanding agreement or instrument to
which Shareholder is a party; and this Agreement constitutes a valid and binding
agreement on the part of Shareholder, enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditor's rights generally;
(b) the Optioned Shares will at the Closing be held by Shareholder, or
by a custodian for the account of the Shareholder, free and clear of all liens,
claims, encumbrances and security interests with respect to the ownership or
voting of the Optioned Shares or otherwise, other than pursuant to this
Agreement;
(c) upon purchase of the Optioned Shares, Optionee shall receive good
and marketable title to the Optioned Shares, free and clear of all liens,
claims, encumbrances and security interests.
5. Representations and Warranties of Optionee. Optionee represents and
warrants to Shareholder that it has the right, power and authority to execute
and deliver this Agreement and to purchase the Optioned Shares; such execution
and delivery, and such purchase, if any, will not violate or breach any
outstanding agreement or instrument to which Optionee is a party; and this
Agreement constitutes the valid and binding agreement on the part of Optionee,
enforceable in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditor's rights generally.
6. Permitted Sale. If Optionee or any of its affiliates commences a
tender or exchange offer for shares of Portage, Shareholder may tender or sell
his Optioned Shares pursuant thereto, notwithstanding any provision of this
Agreement to the contrary. Upon the purchase of such Optioned Shares, pursuant
to such tender or exchange offer, Shareholder's obligations under this Agreement
with respect to such purchased shares shall terminate.
7. Termination. In the event that Optionee determines not to proceed
with the Merger or to otherwise acquire all of the outstanding shares of Portage
Common Stock, and communicates the same to Portage pursuant to the terms of the
Letter of Intent or the definitive merger agreement, this Agreement shall
immediately terminate without liability to either party, except that the
obligations contained in Article 14 shall survive.
8. Adjustments. In the event of any increase or decrease or other
change in the stock of Portage by reason of stock dividends, split-up,
recapitalizations, combinations, exchanges of shares or the like, the number of
Portage shares subject to the Option and the exercise price per Optioned Share
shall be adjusted appropriately.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Missouri.
10. Further Assurances. Each party hereto shall perform such further
acts and execute such further documents as may reasonably be required to carry
out the provisions of this Agreement, including instruments necessary or
desirable to complete the transfer, sale and assignment of the Optioned Shares.
11. Assignment. This Agreement may not be assigned by any party hereto,
except that Optionee may assign to one or more of its affiliates any and all of
the rights and obligations of Optionee under this Agreement, including, without
limitation, the right to substitute in its place such affiliates as the Optionee
may designate.
12. Remedies. The parties agree that the Optioned Shares are unique and
that legal remedies for breach of this Agreement will be inadequate and that
this Agreement may be enforced by injunctive or other equitable relief.
13. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed duly given if delivered in
person, by cable, telex, telecopy or telegram or by registered or certified
mail, postage prepaid addressed as follows:
To Optionee:
Spartech Corporation
7733 Forsyth, Suite 1450
Clayton, Missouri 63105-1817
Attention: David B. Mueller
With copies to:
Armstrong, Teasdale, Schlafly & Davis
One Metropolitan Square, Suite 2700
St. Louis, Missouri 63102-2740
Attention: Albert F. Bender, III, Esq.
To Shareholder:
Madison Allen Self
Tioga International, Inc.
1440 Huntington Drive
Calumet City, Illinois 60409
With copies to:
Stephen A. Tsoris, Esq.
McDermott, Will & Emery
227 West Monroe
Chicago, Illinois 60606
14. Effect of Invalidity. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
15. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement.
16. Entire Agreement; Binding Effect; Benefits. This Agreement contains
the entire agreement between the parties with respect to the transactions
contemplated hereunder and supersedes all prior arrangements or understandings
with respect thereto, written or oral. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by both
parties. This Agreement shall inure to the benefit of and shall be binding upon
the parties hereto and their respective heirs, legal representatives, successors
and permitted assigns. Nothing in this Agreement, expressed or implied, is
intended to or shall confer on any person other than the parties hereto and
their respective heirs, legal representatives and successors and permitted
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
17. Expenses. Each of the parties hereto shall bear and pay all costs
and expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder, except that Optionee shall reimburse Shareholder for up
to $2,000 of the legal fees incurred by Shareholder in connection with the
negotiation of this Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the day and year first above written.
Optionee:
SPARTECH CORPORATION
By: /s/ David B. Mueller
Title: Vice President-Finance
and CFO
Shareholder:
MADISON ALLEN SELF
/s/ Madison Allen Self
Madison Allen Self
