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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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 19 Pages
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CUSIP NO. 368145 10 8 13G PAGE 2 OF 19 PAGES
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
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,589,942 (See Item 4)
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
4,589,942 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,589,942 (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
8.6% (See Item 4)
12 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 368145 10 8 13G PAGE 3 OF 19 PAGES
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
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 NUMBER:
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 4 of 19 Pages
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ITEM 4 OWNERSHIP:
(A) Amount Beneficially Owned: 4,589,942(1)
(B) Percent of Class: 8.6%(1)(2)
(C) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
______________
(1) This figure does not include 40,000 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, and who, together with his wife, may be deemed to have
a controlling interest in Mid-America.
(2) Based on 53,339,282 shares of Class A Common Stock outstanding as of
December 14, 1998. Of the 53,339,282 shares of Class A Common Stock
outstanding, 1,758,139 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 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 5 of 19 Pages
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(ii) shared power to vote or to direct the
vote: 4,589,942(1)
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 4,589,942(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
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF 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 6 of 19 Pages
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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 10, 1999
MID-AMERICA GROUP, LTD.
/s/ Marvin A. Pomerantz
------------------------------------
Chairman and Chief Executive Officer
------------------------------------
Name/Title
Page 7 of 19 Pages
<PAGE> 8
CUSIP NO. 368145 10 8 13G PAGE 8 OF 19 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
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,589,942 (See Item 4)
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
4,589,942 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,589,942 (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)
8.6% (See Item 4)
12 TYPE OF REPORTING PERSON*
IN
PAGE 8 OF 19 PAGES
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CUSIP NO. 368145 10 8 13G PAGE 9 OF 19 PAGES
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
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 NUMBER:
368145 10 8
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
PAGE 10 OF 19 PAGES
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ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned: 4,589,942(3)
________________________
(3) Consists of 4,589,942 shares of Class A Common Stock owned by
Mid-America Group, LTD., an Iowa 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 4,589,942 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.
(4) Based on 53,339,282 shares of Class A Common Stock outstanding as of
December 14, 1998. Of the 53,339,282 shares of Class A Common Stock
outstanding, 1,758,139 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 vote a proportionate number of Trust Shares and thus
effectively control voting power of the Company's Class A Common Stock in excess
of the percentage shown. The reporting person disclaims beneficial ownership of
such Trust Shares.
PAGE 11 OF 19 PAGES
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(b) Percent of Class: 8.6(3)(4)
(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:
4,589,942(3)
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 4,589,942(3)
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
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 12 OF 19 PAGES
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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 10, 1999
/s/ Rose Lee Pomerantz
-----------------------
PAGE 13 OF 19 PAGES
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CUSIP NO. 368145 10 8 13G PAGE 14 OF 19 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
5 SOLE VOTING POWER
40,000
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,589,942 (See Item 4)
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 40,000
8 SHARED DISPOSITIVE POWER
4,589,942 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,629,942 (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)
8.7% (See Item 4)
12 TYPE OF REPORTING PERSON*
IN
PAGE 14 OF 19 PAGES
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CUSIP NO. 368145 10 8 13G PAGE 15 OF 19 PAGES
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 16
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 NUMBER:
368145 10 8
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
PAGE 16 OF 19 PAGES
<PAGE> 17
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned: 4,629,942(4)
(b) Percent of Class: 8.7%(4)(5)
__________________________
(4) Includes 40,000 shares of Class A Common Stock held by Mr. Pomerantz
and 4,589,942 shares of Class A Common Stock owned by Mid-America Group, LTD.,
an Iowa 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 4,589,942 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.
(5) Based on the 53,339,282 shares of Class A Common Stock outstanding
as of December 14, 1998. Of the 53,339,282 shares of Class A Common Stock
outstanding, 1,758,139 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
PAGE 17 OF 19 PAGES
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(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 40,000
(ii) shared power to vote or to direct the vote:
4,589,942
(iii) sole power to dispose or to direct the
disposition of: 40,000
(iv) shared power to dispose or to direct the
disposition of: 4,589,942
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
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
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 18 OF 19 PAGES
<PAGE> 19
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 10, 1999
/s/ Marvin A. Pomerantz
-----------------------
PAGE 19 OF 19 PAGES
