UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )
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)
November 21, 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(b)(3) or (4), 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 6
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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) |X|
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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 OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES 673,600
BENEFICIALLY
OWNED BY
EACH
REPORTING ------------------------------------------------------------------
PERSON WITH
8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
673,600
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
673,600
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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)
9.6%
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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 6
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Duncan Soukup
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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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 OF ORGANIZATION
United Kingdom
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7. SOLE VOTING POWER
NUMBER OF 680,600
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
680,600
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
680,600
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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)
9.7%
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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 6
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STATEMENT ON SCHEDULE 13D
The following constitutes Amendment No. 5 to the Schedule 13D filed
by Lionheart Group, Inc. ("Lionheart") and 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. 5, 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
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 the sole director and an officer of
Lionheart.
The officers of Lionheart are Duncan Soukup, President, Secretary
and Treasurer; Brant Root, Vice President; and John Radziwill, Vice President.
The present occupation of (a) Duncan Soukup is President of Lionheart and
chairman and chief executive officer of York Energy Ltd, a Guernsey company
quoted on the Ofex market in the United Kingdom, (b) Brant Root is Vice
President of Lionheart, and (c) John Radziwill is Vice President of Lionheart.
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 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 673,600 shares of Common Stock
beneficially held by Lionheart is $3,590,477. 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 $34,580. All of the shares of Common Stock
beneficially held by Mr. Soukup were purchased through his IRA accounts whose
investments decisions are controlled by him.
Item 5. Interest in Securities of the Issuer.
Item 5(a), (b) and (c) are amended as follows:
Item 5(a) The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 7,044,655 shares of
Common Stock outstanding as of September 30, 2000 as reported in the Issuer's
Quarterly Report for the quarter ended September 30, 2000 on Form 10-Q filed
with the Securities and Exchange Commission on November 15, 2000.
As of the close of business on November 27, 2000, Lionheart
beneficially owns 673,600 shares of Common Stock, constituting approximately
9.6% of the shares of Common Stock outstanding and Duncan Soukup beneficially
owns 680,600 shares of Common Stock constituting approximately 9.7% of the
shares of Common Stock outstanding.
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CUSIP NO. 693651101 13D Page 5 of 6
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Item 5(b) Lionheart has sole voting and dispositive power with
respect to 673,600 shares of Common Stock. Mr. Soukup has sole and dispositive
power with respect to 7,000 shares of Common Stock owned by him and by virtue of
being the President and sole director of Lionheart, Mr. Soukup may be deemed to
have sole power to vote and dispose of an additional 673,600 shares of Common
Stock.
Item 5(c) In the 60 days prior to the date of the filing of this
Statement, the Reporting Persons effected no transactions in the Common Stock
other than those set forth in the following table:
Buy or No. of Price
Date Filing Party Sell Shares (US$)
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9/28/00 Lionheart Buy 5,700 4.46
9/29/00 Lionheart Buy 8,100 4.56
10/02/00 Lionheart Buy 3,000 4.19
10/24/00 Lionheart Buy 100 5.00
10/30/00 Lionheart Buy 500 4.81
10/31/00 Lionheart Buy 5,100 4.89
11/15/00 Lionheart Buy 9,000 4.36
11/16/00 Lionheart Buy 5,000 4.28
11/20/00 Lionheart Buy 2,700 4.45
11/21/00 Lionheart Buy 500 4.38
11/22/00 Lionheart Buy 1,000 4.31
The above transactions were effected in the open market.
[The remainder of this page was intentionally left blank.]
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CUSIP NO. 693651101 13D Page 6 of 6
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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: November 27, 2000
LIONHEART GROUP, INC.
By: /s/ Duncan Soukup
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Name: Duncan Soukup
Title: President
Executed on behalf of the parties
hereto pursuant to the Joint Filing
Agreement previously filed on
February 10, 2000 together with
Amendment No. 3 to this Schedule 13D.
