SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
PVC Container Corp.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
693651101
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 17, 1999
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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
/ /.
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.
(Continued on following pages)
(Page 1 of 6 Pages)
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1 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 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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CUSIP No. 693651101 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LIONHEART GROUP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 609,400
OWNED BY EACH
REPORTING ----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
609,400
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
609,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.66%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 693651101 13D Page 3 of 6 Pages
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The following constitutes Amendment No. 2 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 2, the Schedule 13D remains in full force and effect.
Item 3 is amended to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 609,400 Shares of Common
Stock owned by the Reporting Person is $$3,815,476. The Shares of Common Stock
owned by the Reporting Person were purchased with the working capital of the
investment funds and managed accounts for whose accounts such Shares were
purchased.
Item 4 is amended to add the following:
Item 4. Purpose of Transaction
The Reporting Person purchased the Common Stock of the Issuer
for investment purposes. The Reporting Person is generally pleased with the
performance of management of the Issuer and, specifically, its recent success in
significantly increasing revenues and earnings. However, it is the belief of the
Reporting Person that the shares of Common Stock of the Issuer remain
undervalued in the marketplace and, further, that such undervaluation is due in
large part to the limited number of shares of Common Stock held by the public
since the shares of Common Stock held by the Reporting Person, when coupled with
(i) the shares of Common Stock held by the Issuer's other largest shareholder,
Kirtland Capital and (ii) the shares of Common Stock held by the Issuer's
present Board and management, equal approximately 85% of the outstanding shares
of Common Stock.
In that regard, the Reporting Person intends to contact the
Issuer to discuss potential transactions involving the Issuer which could
enhance shareholder value, including but not limited to (i) the sale of the
Issuer to a third party, or (ii) a transaction whereby the Issuer shall become
privately held.
In addition, subject to economic considerations and market
conditions, the Reporting Person may, from time to time, acquire additional
shares of Common Stock in the open market or in privately negotiated
transactions or may dispose of such securities or the securities it presently
owns in the open market or in
<PAGE>
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CUSIP No. 693651101 13D Page 4 of 6 Pages
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private transactions. The Reporting Person may engage in activities intended to
influence the business strategy or management of the Issuer.
Except as indicated above, the Reporting Person presently has
no plans or proposals which relate to or would result in any of the events,
actions or conditions specified in paragraphs (a) through (j) of Item 4 of this
Amendment No. 2.
Item 5(a) and (c) are amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 7,038,705 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999.
As of the close of business on October 20, 1999, the Reporting
Persons beneficially owns 609,400 Shares of Common Stock, constituting
approximately 8.66% of the Shares outstanding. All of such Shares were acquired
in open-market transactions.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
<PAGE>
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CUSIP No. 693651101 13D Page 5 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 20, 1999 LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
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C. Duncan Soukup
President
<PAGE>
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CUSIP No. 693651101 13D Page 6 of 6 Pages
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SCHEDULE A
Transactions in the Shares
Within the Past 60 Days
Shares of Common
Stock Price Date of
Purchased/Sold Per Share Purchase/Sale
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15,000 $6.77 9/21/99
5,900 $7.05 9/22/99
1,000 $6.90 9/23/99
2,500 $6.90 9/29/99
7,800 $6.99 9/30/99
6,700 $6.88 10/1/99
100 $7.13 10/4/99
3,500 $6.53 10/6/99
4,000 $6.56 10/13/99
3,000 $6.56 10/17/99
