SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 9)
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
<PAGE>
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 1,021,072(1)
Shares Bene-
ficially (6) Shared Voting Power 1,568,163(1)
Owned by
Each Report- (7) Sole Dispositive Power 1,021,072(1)
ing Person
With (8) Shared Dispositive Power 1,568,163(1)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 2,589,235(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) 40.3%(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.
<PAGE>
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 969,651(1)
Shares Bene-
ficially (6) Shared Voting Power 1,568,163(1)
Owned by
Each Report- (7) Sole Dispositive Power 969,651(1)
ing Person
With (8) Shared Dispositive Power 1,568,163(1)
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 2,537,704(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)40.6%(1)
(12) Type of Reporting Person (See Instructions) IN
(1) See Item 4.
<PAGE>
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) 28.0%(1)
(12) Type of Reporting Person (See Instructions) PN
(1) See Item 4.
<PAGE>
Item 1(a). Name of Issuer:
Atlantis Plastics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1870 The Exchange
Atlanta, Georgia 30339
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
<PAGE>
Item 4. Ownership.
<TABLE>
<CAPTION>
Amount
Beneficially % of
Reporting Person Owned(1) Class(2)
Earl W. Powell 2,589,235(3)(4) 40.3%(5)
Phillip T. George 2,537,704(4)(6) 40.6%(7)
Triad Capital Fund 1,554,385(8) 28.0%(9)
(continued)
<S> <C> <C> <C> <C>
Power to Vote Power to Dispose
Sole Shared Sole Shared
Earl W.
Powell 1,021,072(3) 1,568,163(4) 1,021,072(3) 1,568,163(4)
Phillip T.
George 969,651(6) 1,568,163(4) 969,541(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 4,225,823 shares of Class A
Common Stock outstanding on December 31, 1996. Any
securities that are not issued and outstanding, but that
<PAGE>
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) 169,663 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) 133,575 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) 133,575 shares of Class A Common Stock upon
exercise of options that are either immediately
exercisable or exercisable within 60 days.
(6) Includes (i) 235,967 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 beneficial 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 immediately exercisable; and (v)
72,125 shares of Class A Common Stock issuable upon
exercise of options that are either immediately
exercisable or exercisable within 60 days.
<PAGE>
(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) 72,125 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), 3,558,776 shares
of Class A Common Stock (after giving effect to conversion of Class B Common
Stock and exercise of options), representing 50.1% 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 persons 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.
<PAGE>
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not Applicable.
<PAGE>
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 11, 1997 /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/ B. JAY ANDERSON
--------------------------
B. Jay Anderson
Vice President
<PAGE>
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 11, 1997 /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/ B. JAY ANDERSON
--------------------------
B. Jay Anderson
Vice President
