SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 8)
Under the Securities Exchange Act of 1934
ATLANTIS PLASTICS, INC.
(Name of Issuer)
Class A Common Stock, $0.10 par value
(Title of Class of Securities)
049156 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing 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).
Page 1 of 11 pages
There is one exhibit on Page 11
CUSIP No. 049156 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons Earl W. Powell, ###-##-####
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization U.S.A.
Number of (5) Sole Voting Power 968,847(1)
Shares Bene-
ficially (6) Shared Voting Power 1,568,163(1)
Owned by
Each Report- (7) Sole Dispositive Power 968,847(1)
ing Person
With (8) Shared Dispositive Power 1,568,163(1)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 2,537,010(1)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [x](2)
(11) Percent of Class Represented by Amount in Row (9) 39.8%(1)
(12) Type of Reporting Person (See Instructions) IN
(1) See Item 4.
(2) The aggregate amount in Row 9 does not include 110 shares of
Class A Common Stock owned of record by the Reporting Person's
spouse (in such spouse's Individual Retirement Account), with
respect to which the Reporting Person disclaims beneficial
ownership.
CUSIP No. 049156 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons Phillip T. George, M.D., ###-##-####
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization U.S.A.
Number of (5) Sole Voting Power 943,716(1)
Shares Bene-
ficially (6) Shared Voting Power 1,568,163(1)
Owned by
Each Report- (7) Sole Dispositive Power 943,716(1)
ing Person
With (8) Shared Dispositive Power 1,568,163(1)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 2,511,879(1)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) Not applicable
(11) Percent of Class Represented by Amount in Row (9) 40.4%(1)
(12) Type of Reporting Person (See Instructions) IN
(1) See Item 4.
CUSIP No. 049156 10 2
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons Triad Capital Fund 36-3202349
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) (b)
(3) SEC Use Only
(4) Citizenship or Place of Organization Illinois
Number of (5) Sole Voting Power 1,554,385(1)
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Report- (7) Sole Dispositive Power 1,554,385(1)
ing Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 1,554,385(1)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) Not applicable
(11) Percent of Class Represented by Amount in Row (9) 28.1%(1)
(12) Type of Reporting Person (See Instructions) PN
(1) See Item 4.
Item 1(a). Name of Issuer:
Atlantis Plastics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2665 South Bayshore Drive, Suite 800
Miami, Florida 33133
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Earl W. Powell,
Phillip T. George, M.D., and Triad Capital Fund, an
Illinois limited partnership ("Triad"), (individually,
the "Reporting Person," collectively, the "Reporting
Persons"). See Exhibit A for the Reporting Persons'
agreement for a joint filing of a single statement on
their behalf.
Item 2(b). Address of Principal Business Office:
2665 South Bayshore Drive, Suite 800
Miami, Florida 33133
Item 2(c). Citizenship or State of Incorporation:
Earl W. Powell and Phillip T. George, M.D. - U.S.A.
Triad - Illinois
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
049156 10 2
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), identify the status of the person filing.
Not applicable
Item 4. Ownership.
<TABLE>
<CAPTION>
<S> <C> <C>
Amount
Beneficially % of
Reporting Person Owned(1) Class(2)
Earl W. Powell 2,537,010(3)(4) 39.8%(5)
Phillip T. George 2,511,879(4)(6) 40.4%(7)
Triad Capital Fund 1,554,385(8) 28.1%(9)
(continued)
<S> <C> <C>
Power to Vote Power to Dispose
Sole Shared Sole Shared
Earl W.
Powell 968,847(3) 1,568,163(4) 968,847(3) 1,568,163(4)
Phillip T.
George 943,716(6) 1,568,163(4) 943,716(6) 1,568,163(4)
Triad
Capital
Fund 1,554,385(8) -0- 1,554,385(8) -0-
</TABLE>
(1) Each share of Class B Common Stock is convertible at
the election of the holder thereof into one share of
Class A Common Stock.
(2) Calculated on the basis of 4,192,823 shares of Class A
Common Stock outstanding on December 31, 1995. Any
securities that are not issued and outstanding, but
that can be acquired through the exercise of options or
warrants exercisable within 60 days, are deemed to be
outstanding for the purpose of computing the percentage
of outstanding securities owned by stockholders holding
such options or warrants, but are not deemed to be
issued and outstanding for the purpose of computing the
percentage of the class of securities held by any other
person.
(3) Includes (i) 132,963 shares of Class A Common Stock
directly owned by the Reporting Person; (ii) 552,459
shares of Class A Common Stock issuable upon conversion
of Class B Common Stock directly owned by the Reporting
Person; (iii) 165,375 shares of Class A Common Stock
issuable upon conversion of Class B Common Stock that
the Reporting Person can acquire through the exercise
of options that are either immediately exercisable or
exercisable within 60 days; and (iv) 118,050 shares of
Class A Common Stock issuable upon exercise of options
that are either immediately exercisable or exercisable
within 60 days.
(4) The amount reported includes the shares of Class A
Common Stock and Class B Common Stock beneficially
owned by Triad and Trivest of Florida, Ltd., a Florida
limited partnership ("Trivest of Florida"). Trivest of
Florida is the general partner of Triad. Trivest,
Inc., a Delaware corporation ("Trivest"), is the
general partner of Trivest of Florida. Mr. Powell is
Trivest's President and Chief Executive Officer, Dr.
George is Trivest's Chairman of the Board, and Messrs.
Powell and George own 100 percent of Trivest's common
stock. Triad is the record owner of 221,353 shares of
Class A Common Stock and 1,333,032 shares of Class B
Common Stock; Trivest of Florida is the record owner of
1,279 shares of Class A Common Stock and 12,499 shares
of Class B Common Stock.
(5) Assuming the issuance of (i) 2,063,365 shares of Class
A Common Stock upon conversion of all the Class B
Common Stock beneficially owned by the Reporting
Person, including the 165,375 shares of Class B Common
Stock that can be acquired through the exercise of
options that are either immediately exercisable or
exercisable within 60 days; and (ii) 118,050 shares of
Class A Common Stock upon exercise of options that are
either immediately exercisable or exercisable within 60
days.
(6) Includes (i) 216,367 shares of Class A Common Stock
directly owned by the Reporting Person; (ii) 53,130
shares of Class A Common Stock held of record by the
Reporting Person as custodian for his minor children
under the Florida Uniform Gifts to Minors Act (with
respect to which the Reporting Person disclaims benefi-
cial ownership); (iii) 553,194 shares of Class A Common
Stock issuable upon conversion of Class B Common Stock
directly owned by the Reporting Person; (iv) 55,125
shares of Class A Common Stock issuable upon conversion
of Class B Common Stock that the Reporting Person can
acquire through the exercise of options that are imme-
diately exercisable; and (v) 65,900 shares of Class A
Common Stock issuable upon exercise of options that are
either immediately exercisable or exercisable within 60
days.
(7) Assuming the issuance of (i) 1,953,850 shares of Class
A Common Stock upon conversion of all the Class B
Common Stock beneficially owned by the Reporting
Person, including the 55,125 shares of Class B Common
Stock that can be acquired through the exercise of
options that are either immediately exercisable or
exercisable within 60 days; and (ii) 65,900 shares of
Class A Common Stock upon exercise of options that are
either immediately exercisable or exercisable within 60
days.
(8) The Reporting Person owns of record and has the sole
power to vote and dispose of 221,353 shares of Class A
Common Stock and 1,333,032 shares of Class B Common
Stock.
(9) Assuming the issuance of 1,333,032 shares of Class A
Common Stock upon conversion of all the Class B Common
Stock beneficially owned by the Reporting Person.
Messrs. Powell and George beneficially own, directly or
indirectly (through their shared control of Triad and Trivest of
Florida), 3,480,726 shares of Class A Common Stock (after giving
effect to conversion of Class B Common Stock and exercise of
options), representing 49.4% of the Class A Common Stock (after
giving effect to conversion of Class B Common Stock and exercise of
options). Messrs. Powell and George may be deemed controlling per-
sons of the Issuer by their direct and indirect beneficial
ownership
of Class A Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this Statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not Applicable.
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.
February 8, 1996 /s/ Earl W. Powell
EARL W. POWELL
/s/ Phillip T. George, M.D.
PHILLIP T. GEORGE, M.D.
TRIAD CAPITAL FUND
By: Trivest of Florida, Ltd.,
General Partner
By: Trivest, Inc.,
General Partner
By:/s/ Earl W. Powell
Earl W. Powell
President and Chief
Executive Officer
EXHIBIT A
AGREEMENT TO FILE JOINT SCHEDULE 13G
Pursuant to Rule 13d-1(f)(i), the undersigned hereby consent
to the joint filing of a single statement on their behalf.
February 8, 1996 /s/ Earl W. Powell
EARL W. POWELL
/s/ Phillip T. George, M.D.
PHILLIP T. GEORGE, M.D.
TRIAD CAPITAL FUND
By: Trivest of Florida, Ltd.,
General Partner
By: Trivest, Inc.,
General Partner
By:/s/ Earl W. Powell
Earl W. Powell
President and Chief
Executive Officer
