UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
PVC CONTAINER CORP.
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(Name of issuer)
Common Stock, par value $.01 per share
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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)
February 7, 2000
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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(e), 13d-1(f) or 13d-1(g), check the following
box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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, as amended, (the "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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CUSIP No.693651101 13D Page 2 of 7
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lionheart Group, Inc.
13-3790-376
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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 / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES 536,500
BENEFICIALLY
OWNED BY ----------------------------------------------------------------
EACH`
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
536,500
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
536,500
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12. CHECK BOT IF THE AGGREGATE AMOUNT IN FOW (11) EXCLUDES
CERTAIN SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.62%
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14. TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.693651101 13D Page 3 of 7
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles Duncan Soukup
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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*
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF 7. SOLE VOTING POWER
SHARES 7,000
BENEFICIALLY
OWNED BY ----------------------------------------------------------------
EACH`
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
7,000
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,000
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12. CHECK BOT IF THE AGGREGATE AMOUNT IN FOW (11) EXCLUDES
CERTAIN SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
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14. TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.693651101 13D Page 4 of 7
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STATEMENT ON SCHEDULE 13D
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The following constitutes Amendment No. 3 to the Schedule 13D filed by
Lionheart Group, Inc. ("Lionheart") and the initial Schedule 13D filed by
Charles Duncan Soukup. The Schedule 13D, as amended, filed by Lionheart and Mr.
Soukup is collectively referred to as "Schedule 13D." Except as specifically
amended by this Amendment No. 3, the Schedule 13D remains in full force and
effect.
Item 2. Identity and Background.
Item 2 is amended to read as follows:
This statement on Schedule 13D is being filed by Lionheart and Charles
Duncan Soukup (the "Reporting Persons"). The business address of the Reporting
Persons is 230 Park Avenue, Suite 516, New York, NY 10169.
Lionheart as investment adviser to several private investment funds and
managed accounts which are the ultimate beneficial owners of the shares to which
this statement relates. No such client of Lionheart owns 5% or more of the
outstanding Common Stock. Mr. Soukup is a director and an officer of Lionheart.
The officers of Lionheart are Charles Duncan Soukup, President,
Vice-President, Secretary and Treasurer; Brant Root, Vice President; and John
Radziwill, Vice President. The directors of Lionheart are Charles Duncan Soukup
and John Radziwill. The present occupation of (a) Charles Duncan Soukup is
President of Lionheart, (b) Brant Root is Vice President of Lionheart, and (c)
John Radziwill is Vice President of Lionheart. Charles Duncan Soukup and John
Radziwill are citizens of the United Kingdom and Brant Root is a citizen of the
United States.
During the last five years, neither Lionheart nor Charles Duncan Soukup
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The aggregate purchase price of the 536,500 shares of Common Stock
beneficially held by Lionheart is $3,177,853. All of the shares of Common Stock
beneficially held by Lionheart were purchased with the working capital of the
investment funds and managed accounts for whose accounts such shares were
purchased. The aggregate purchase price of the 7,000 shares of Common Stock
beneficially held by Mr. Soukup is $34,580. All of the shares of Common Stock
beneficially held by Mr. Soukup were purchased through his IRA accounts whose
investments decisions are controlled by him.
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CUSIP No.693651101 13D Page 5 of 7
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Item 5. Interest in Securities of the Issuer.
Item 5(a), (b) and (c) are amended as follows:
Item 5(a) The aggregate percentage of shares of Common Stock reported
owned by each person named herein is based upon 7,038,705 Shares outstanding,
which is the total number of shares of Common Stock outstanding as of September
11, 1999 as reported in the Issuer's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999.
As of the close of business on February 10, 2000, Lionheart
beneficially owns 536,500 Shares of Common Stock, constituting approximately
7.62% of the Shares of Common Stock outstanding and Charles Duncan Soukup
beneficially owns 7,000 Shares of Common Stock constituting approximately 0.10%
of the Shares of Common Stock outstanding.
Item 5(b) Lionheart has sole voting and dispositive power with respect
to 536,500 shares of Common Stock. Mr. Soukup has sole and dispositive power
with respect to 7,000 shares of Common Stock.
Item 5(c) Transactions in the Past 60 Days.
In the 60 days prior to the date of the filing of this Statement, the
Reporting Persons effected no transactions in the Common Stock other than those
set forth in the following table:
Buy or No. of Price
Date Filing Party Sell Shares (US$)
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12/28/99 Lionheart Buy 2,500 5.75
12/29/99 Lionheart Buy 5,000 6.69
12/31/99 Lionheart Buy 3,400 5.96
12/3199 Lionheart Sell 1,500 6.50
01/31/00 Mr. Soukup Buy 5,000 4.94
02/04/00 Lionheart Buy 3,000 4.75
02/04/00 Mr. Soukup Buy 2,000 4.75
02/07/00 Lionheart Sell 100,000 4.81
The above transactions were effected in the open market.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended to include the following:
The following documents are filed herewith:
(a) Joint Filing Agreement dated as of February 10, 2000 between
Lionheart and Charles Duncan Soukup.
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CUSIP No.693651101 13D Page 6 of 7
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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.
Dated: February 10, 2000
LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
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Name: C. Duncan Soukup
Title: President
Executed on behalf of the
parties hereto pursuant to
the Joint Filing Agreement
filed herewith.
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CUSIP No.693651101 13D Page 7 of 7
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JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D dated February
10, 2000 with respect to the shares of common stock, $0.01 par value, of PVC
Container Corp. and any further amendments thereto executed by each or any of us
shall be filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Date: February 10, 2000 LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
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Name: C. Duncan Soukup
Title: President
Date: February 10, 2000 By: /s/ C. Duncan Soukup
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Name: C. Duncan Soukup
