<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Gaylord Container Corporation
(Name of Issuer)
Class A Common Stock, par value $.0001 per share
(Title of Class of Securities)
368145 10 8
(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.)
* 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 in 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 1 of 16 Pages
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CUSIP No. 368145 10 8 13G Page 2 of 16
- ---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mid-America Group, Ltd.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)_____
(b)__X__
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
- -----------------------------------------------------------------------------
| |
NUMBER OF | |
| 5 | SOLE VOTING POWER
SHARES | |
| | 0
BENEFICIALLY |-----------------------------------------------------------
| |
OWNED BY | 6 | SHARED VOTING POWER
| |
EACH | | 4,489,942 (See Item 4)
|----------------------------------------------------------
REPORTING | |
| 7 | SOLE DISPOSITIVE POWER
PERSON | |
| | 0
WITH |----------------------------------------------------------
| |
| 8 | SHARED DISPOSITIVE POWER
| |
| | 4,489,942 (See Item 4)
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,489,942 (See Item 4)
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
___
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (See Item 4)
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
Gaylord Container Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
500 Lake Cook Road, Suite 400
Deerfield, IL 60015
Item 2(a) Name of Person Filing:
Mid-America Group, Ltd. ("Mid-America")
Item 2(b) Address of Principal Business Office or, if none,
Residence:
4700 Westown Parkway
West Des Moines, Iowa 50625
Item 2(c) Citizenship:
Mid-America is organized under the laws of the
State of Iowa.
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $.0001 per share
("Class A Common Stock")
Item 2(e) CUSIP No.:
368145 10 8
Item 3 If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
Not Applicable
PAGE 3 OF 16 PAGES
<PAGE>
Item 4 Ownership:
(a) Amount Beneficially Owned: 4,489,942 (1)
(b) Percent of Class: 8.3% (1)(2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 0
(ii) shared power to vote or to direct the
vote: 4,489,942 (1)
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 4,489,942 (1)
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
Not applicable
- ----------------------------------------------------------------------------
(1) This figure does not include 5,000 shares of Class A Common Stock held by
Marvin A. Pomerantz, who is the Chairman and Chief Executive Officer and
a director of the Company, who, together with his wife, may be deemed to
have a controlling interest in Mid-America.
(2) Based on the 54,093,511 shares of Class A Common STock outstanding as of
December 31, 1995. Of the 54,093,511 shares of Class A Common Stock
outstanding, 18,008,701 shares are held in trust (the "Trust Shares") for
the benefit of the holders of certain warrants of the Company. The
reporting person understands that in many circumstances the Trust Shares
are required to be voted in the same proportion and manner in which all
the shares not held in such trust are voted. As a result, the reporting
person may, be voting its shares, have the power to vote a proportionate
number of Trust Shares and thus effectively control voting power of the
Company's Class A Common in excess of the percentage shown. The reporting
person disclaims beneficial ownership of such Trust Shares.
Page 4 of 16 Pages
<PAGE>
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
Page 5 of 16 Pages
<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.
Date: February 3, 1996
MID-AMERICA GROUP, LTD.
/s/ Marvin A. Pomerantz
--------------------------
Marvin A. Pomerantz
Chairman and Chief Executive Officer
------------------------------------
Name/Title
Page 6 of 16 Pages
<PAGE>
CUSIP No. 368145 10 8 13G Page 7 of 16 Pages
- ------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin A. Pomerantz
____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)_____
(b)__X__
___________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
_____________________________________________________________________________
| |
NUMBER OF | | SOLE VOTING POWER
| 5 |
SHARES | | 5,000
|_______|__________________________________________________
BENEFICIALLY | |
| | SHARED VOTING POWER
OWNED BY | 6 |
| | 4,489,942 (See Item 4)
EACH |_______|_________________________________________________
| |
REPORTING | 7 | SOLE DISPOSITIVE POWER
| |
PERSON | | 5,000
|_______|__________________________________________________
WITH | |
| 8 | SHARED DISPOSITIVE POWER
| |
| | 4,489,942 (See Item 4)
___________________|_______|___________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,494,942 (See Item 4)
______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
______
______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (See Item 4)
______________________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
Gaylord Container Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
500 Lake Cook Road, Suite 400
Deerfield, IL 60015
Item 2(a) Name of Person Filing:
Marvin A. Pomerantz
Item 2(b) Address of Principal Business Office or, if none,
Residence:
c/o Mid-America Group, Ltd.
4700 Westown Parkway
West Des Moines, Iowa 50625
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $.0001 per share
("Class A Common Stock")
Item 2(e) CUSIP No.:
368145 10 8
Item 3 If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
Not Applicable
Page 8 of 16 Pages
<PAGE>
Item 4 Ownership:
(a) Amount Beneficially Owned: 4,494,942 (3)
(b) Percent of Class: 8.3% (1)(4)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 5,000 (1)
(ii) shared power to vote or to direct the
vote: 4,489,942 (1)
(iii) sole power to dispose or to direct the
disposition of: 5,000 (1)
(iv) shared power to dispose or to direct the
disposition of: 4,489,942 (1)
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
_____________________________________________________________________________
(3) Includes 5,000 shares of Class A Common Stock held by Mr. Pomernantz and
4,489,942 shares of Class A Common Stock owned by Mid-America Group, Ltd.,
a Delaware corporation ("Mid-America"). Mr. Pomerantz is the Chairman and
Chief Executive Officer and a director of the Company, and, together with
his wife, Ms. Pomerantz, may be deemed to have a controlling interest in
Mid-America. As a result of such relationship, Mr. Pomerantz may be deemed
to indirectly beneficially own the 4,489,942 shares of Class A Common Stock
owned by Mid-America. Mr. Pomerantz disclaims beneficial ownership of the
shares of Class A Common Stock held by Mid-America.
(4) Based on the 54,093,511 shares of Class A Common Stock outstanding as of
December 31, 1995. Of the 54,093,511 shares of Class A Common Stock
outstanding, 18,008,701 shares are held in trust (the "Trust Shares") for
the benefit of the holders of certain warrants of the Company. The
reporting person understands that in many circumstances the Trust Shares
are required to be voted in the same proportion and manner in which all the
shares not held in such trust are voted. As a result, the reporting person
may have the power to indirectly vote a proportionate number of Trust
Shares and thus effectively control voting power of the Company's Class A
Common in excess of the percentage shown. The reporting person disclaims
beneficial ownership of such Trust Shares.
Page 9 of 16 Pages
<PAGE>
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
<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.
Date: February 3, 1996
/s/ Marvin A. Pomerantz
_________________________
Signature
Marvin A. Pomerantz
_________________________
Name/Title
Page 11 of 16 Pages
<PAGE>
CUSIP No. 368145 10 8 13G Page 12 of 16 Pages
______________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rose Lee Pomerantz
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)______
(b)__X___
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
| |
NUMBER OF | 5 | SOLE VOTING POWER
| |
SHARES | | 0
|_______|_________________________________________________
BENEFICIALLY | |
| 6 | SHARES VOTING POWER
OWNED BY | |
| | 4,489,942 (See Item 4)
EACH |_______|_________________________________________________
| |
REPORTING | 7 | SOLE DISPOSITIVE POWER
| |
PERSON | | 0
|_______|_________________________________________________
WITH | |
| 8 | SHARED DISPOSITIVE POWER
| |
| | 4,489,942 (See Item 4)
______________________|_______|_______________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,489,942 (See Item 4)
______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
______
_______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (See Item 4)
_______________________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
Gaylord Container Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
500 Lake Cook Road, Suite 400
Deerfield, IL 60015
Item 2(a) Name of Person Filing:
Rose Lee Pomerantz
Item 2(b) Address of Principal Business Office or, if none,
Residence:
c/o Marvin A. Pomerantz
Mid-America Group, Ltd.
4700 Westown Parkway
West Des Moines, Iowa 50625
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $.0001 per share
("Class A Common Stock")
Item 2(e) CUSIP No.:
368145 10 8
Item 3 If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing
is a:
Not Applicable
Page 13 of 16 Pages
<PAGE>
Item 4 Ownership:
(a) Amount Beneficially Owned: 4,489,942 (5)
(b) Percent of Class: 8.3% (1)(6)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 0
(ii) shared power to vote or to direct the
vote: 4,489,942 (1)
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 4,489,942 (1)
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
______________________________________________________________________________
(5) Consists of 4,489,942 shares of Class A Common Stock owned by Mid-America
Group, Ltd., a Delaware corporation ("Mid-America"). Ms. Pomerantz,
together with her husband, Mr. Pomerantz, may be deemed to have a
controlling interest in Mid-America. As a result of such relationship, Ms.
Pomerantz may be deemed to indirectly beneficially own the 4,489,942 shares
of Class A Common Stock owned by Mid-America. Ms. Pomerantz disclaims
beneficial ownership of the shares of Class A Common Stock held by
Mid-America.
(6) Based on the 54,093,511 shares of Class A Common Stock outstanding as of
December 31, 1995. Of the 54,093,511 shares of Class A Common Stock
outstanding, 18,008,701 shares are held in trust (the "Trust Shares") for
the benefit of the holders of certain warrants of the Company. The
reporting person understands that in many circumstances the Trust Shares
are required to be voted in the same proportion and manner in which all the
shares not held in such trust are voted. As a result, the reporting person
may, by voting its shares, have the power to indirectly vote a
proportionate number of Trust Shares and thus effectively control voting
power of the Company's Class A Common in excess of the percentage shown.
The reporting person disclaims beneficial ownership of such Trust Shares.
Page 14 of 16 Pages
<PAGE>
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
Page 15 of 16 Pages
<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.
Date: February 3, 1996
/s/ Rose Lee Pomerantz
________________________
Signature
Rose Lee Pomerantz
________________________
Name/Title
Page 16 of 16 Pages
<PAGE>
EXHIBIT 1
_________
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement agree as follows:
(i) The undersigned and each other person executing this joint filing
agreement are individually eligible to use the Schedule 13G to which this
Exhibit is attached, and such Schedule 13G is filed on behalf of the undersigned
and each other person executing this joint filing agreement; and
(ii) The undersigned and each other person executing this joint filing
agreement are responsible for the timely filing of such Schedule 13G and any
amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of the undersigned or any
other person executing this joint filing agreement is responsible for the
completeness or accuracy of the information concerning any other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
This Agreement may be executed in one or more counterparts by each
person executing this joint filing agreement, and each such counterparts
shall be an original but all of which, taken together, shall constitute but one
and the same instrument.
Dated: February 3, 1996.
MID-AMERICA GROUP, LTD.
By: /s/ Michael Kuperman
__________________________
Its: President
/s/ Marvin A. Pomerantz
_______________________________
Marvin A. Pomerantz
/s/ Rose Lee Pomerantz
_______________________________
Rose Lee Pomerantz
