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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PVC CONTAINER CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
693-651-101
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(CUSIP Number)
Phillip L. Friedman, President, PVC Container Corporation,
P.O. Box 597, 401 Industrial Way West, Eatontown, New Jersey 07724
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 3, 1997
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(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.
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).
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SCHEDULE 13D
CUSIP NO.693-651-101 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
N/A (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 396,666 shares of common stock
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
396,666 shares of common stock
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,666 shares of common stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
Page 3 of 4 Pages
Item 1. Security and Issuer
This Schedule 13D relates to common stock, $.01 par value per share
("Common Stock") of PVC Container Corporation ("Issuer"). The address of the
principal executive offices of the Issuer is 401 Industrial Way West Eatontown,
New Jersey 07724.
Item 2. Identity and Background
Phillip L. Friedman is the President, Chief Executive Officer and a
director of the Issuer ("Reporting Person") with the same business address of
the Issuer set forth on page 1 hereof. The Reporting Person has not during the
last five years: (i) been convicted in a criminal proceeding or (ii) a party to
a civil proceeding involving or relating to federal or state security laws.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable
Item 4. Purpose of Transaction
The Reporting Person has sold for cash at a price of $4.00 per share in
a private transaction 100,000 shares of common stock of the Issuer.
Item 5. Interest in Securities of the Issuer
The Reporting Person is the beneficial owner of 396,666 shares
of Common Stock ("Shares") which collectively represent approximately 6% of the
issued and outstanding Common Stock.
(b) The Reporting Person has the sole power to vote and
dispose of the Shares.
(c) None
(d) No persons are known to have the right to receive or
the power to direct the receipt of the proceeds from the sale of the Shares.
(e) Not applicable.
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Page 4 of 4 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationship With Respect to Securities of the Issuer
Other than the Stock Purchase Agreement annexed hereto as an
exhibit, the Reporting Person does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
Stock Purchase Agreement dated January 3, 1997 between the
Reporting Person and Kirtland Capital Partners II L.P.
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: January 3, 1997
/s/ Phillip L. Friedman
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Phillip L. Friedman
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
December 12, 1996 by and between Phillip L. Friedman (the "Seller"), having an
address at 12 Laird Road, Middletown, New Jersey 07748, and Kirtland Capital
Partners II, L.P. (the "Purchaser"), an Ohio limited partnership, having an
address at 2550 SOM Center Road, Suite 150, Willoughby Hills, Ohio 44094 -
Attention: Raymond A. Lancaster:
W I T N E S S E T H:
WHEREAS, the Seller owns an aggregate of 496,666 shares of
Common Stock, $.01 par value of PVC Container Corporation's issued and
outstanding Common Stock ("PVC"); and
The Purchaser and the Seller have agreed on the terms upon
which the Seller shall sell 100,000 shares of the Common Stock of PVC (the
"Purchased Shares") and Purchaser shall purchase the Purchased Shares.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants contained herein, the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms, provisions and
conditions contained in this Agreement, the Seller agrees to sell, assign,
transfer and deliver to Purchaser at the Closing and Purchaser agrees to
purchase the Purchased Shares.
2. Consideration. In consideration for the Purchased Shares,
the Purchaser shall pay to the Seller the aggregate principal sum of $400,000
(the "Purchase
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Price"). Such Purchase Price shall be payable subject to paragraph 3 hereof to
the Seller on January 3, 1997 by wiring the Purchase Price to the Seller's
account at:
Summit Bank
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Bank
977104737
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Acct. No.
Hackensack, New Jersey
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Address of Bank
021202162
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ABA Routing No. of Bank
3. Closing. The closing of the transactions contemplated
hereby ("Closing") shall occur subject to and only in the event of the closing
of a transaction by and among the Purchaser, PVC and Rimer Anstalt pursuant to
the terms and conditions of a Stock Purchase Agreement dated December 3, 1996
among the Purchaser, PVC and Rimer Anstalt.
4. Documents Delivered At Closing. At the Closing, the Seller
will deliver, or cause to be delivered to Purchaser a certificate or
certificates representing the Purchased Shares, with all necessary stock
transfer tax stamps attached, duly endorsed or accompanied by stock powers duly
executed in blank and the Purchaser will wire to the Seller's account the
Purchase Price as provided for in paragraph 2 hereof. The Purchaser may, at is
option, allocate a portion of the Purchased Shares to an affiliate thereof.
5. Authority Relative to This Agreement. Each party hereto
represents to the other that they have full power and authority to execute and
deliver this Agreement and each agreement and instrument executed and/or
delivered in connection herewith and to consummate the transactions contemplated
hereby.
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6. Title to Purchased Shares. The Seller covenants and
represents to Purchaser that, he now has, and at the Closing will have good
title to the Purchased Shares free and clear of all pledges, security interests,
liens, charges, encumbrances, equities, claims and options of whatever nature
(collectively, "Liens"). The Seller additionally covenants that he shall take
such further actions as may be necessary (or refrain from the taking of action)
to ensure that at Closing there will be vested in Purchaser good title to the
Purchased Shares free and clear of all Liens.
7. Governing Law. This Agreement shall be governed by the laws
of the State of Ohio (regardless of the laws that might otherwise govern under
applicable New York principles of conflicts of law).
8. Entire Agreement. This Agreement embodies the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein, and this Agreement supersedes all prior agreements and
the understandings between the parties with respect to such subject matter.
9. Waiver. Waiver by any party of any breach of this Agreement
or failure to exercise any right hereunder shall not be deemed to be a waiver of
any other breach or right. Failure of any party to take action by reason of any
such breach or exercise any such right shall not deprive such party of the right
to take action at any time while such breach or condition giving rise to such
right to continues.
10. Assignment. This Agreement shall be binding upon and inure
to the benefit of the respective heirs, executors, administrators, successors
and assigns of the parties hereto.
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11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
12. Specific Performance. The parties hereto agree and declare
that remedies for monetary damages will be inadequate as a remedy for the breach
of any provision of this Agreement and that equitable relief, including specific
performance and injunctive relief, may be used to enforce the provisions of the
Agreement.
13. Notices. All notices shall be in writing and shall be
deemed to have been given three days after the registration if sent by
registered mail, postage prepaid, return receipt requested, or upon delivery by
courier or upon transmission by telecopy to the following addresses:
If to Purchaser:
Kirtland Capital Partners II, L.P.
2550 SOM Center Road
Suite 105
Willoughby Hills, Ohio 44094
Attention: Raymond A. Lancaster
Telecopy No. (216) 585-9699
with a copy to:
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Charles W. Hardin, Jr.
Telecopy No. (216) 579-0212
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If to Seller:
Phillip L. Friedman
12 Laird Road
Middletown,New Jersey 07748
with a copy to:
Baer Marks & Upham LLP
805 Third Avenue
New York, NY 10022-7513
Attention: Herbert S. Meeker
Telecopy No. (212) 802-5941
IN WITNESS WHEREOF, each of the parties hereto have signed
this Stock Purchase Agreement on the date first above written.
/s/ Phillip L. Friedman
________________________________________
Phillip L. Friedman, Seller
Kirtland Capital Partners II, L.P.
by: Kirtland Capital Corporation
Its General Partner
BY: /s/ Michael DeGrandis
_____________________________________
Name: Michael DeGrandis
Title: Treasurer
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