<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
---------------------------
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------------
ULTRA PAC, INC.
(Name of Subject Company)
ULTRA PAC, INC.
(Names of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE (INCLUDING THE
ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
903886
(Cusip Number of Class of Securities)
CALVIN S. KRUPA
CHAIRMAN, CHIEF EXECUTIVE OFFICER, AND PRESIDENT
21925 INDUSTRIAL BOULEVARD
ROGERS, MINNESOTA 55374
(612) 428-8340
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
---------------------------
WITH A COPY TO:
FRANK I. HARVEY, ESQ. HERBERT S. WANDER, ESQ.
LARKIN HOFFMAN DALY DAVID J. KAUFMAN, ESQ.
& LINDGREN, LTD. KATTEN MUCHIN & ZAVIS
7900 XERXES AVENUE SOUTH 525 WEST MONROE
SUITE 1500 SUITE 1600
BLOOMINGTON, MINNESOTA 55431 CHICAGO, ILLINOIS 60661-3693
(612) 835-3800 (312) 902-5200
================================================================================
<PAGE> 2
INTRODUCTION
Ultra Pac, Inc. ("Ultra Pac") hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9, as filed on March 26,
1998 (the "Schedule 14D-9"), with respect to the tender offer made by Package
Acquisition, Inc., an indirect wholly-owned subsidiary of Ivex Packaging
Corporation ("Ivex"), for all of the outstanding Shares. Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-9.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Regulatory Filing. Pursuant to Section 3.7(b) of the Merger Agreement, on
April 1, 1998, Ultra Pac filed its Notification and Report Form with respect to
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). Ivex filed a Notification and Report Form with respect
to the Offer on March 31, 1998. Under the provisions of the HSR Act applicable
to the Offer, the purchase of shares pursuant to the Offer may not be
consummated until the expiration of a 15-calendar day waiting period following
the Ivex filing under such HSR Act. Accordingly, assuming the filing made by
Ivex was not deficient, the waiting period with respect to the Offer will expire
at 11:59 p.m., New York City time, on April 15, 1998, unless Ivex receives a
request for additional information or documentary material or the Antitrust
Division and the Federal Trade Commission terminate the waiting period prior
thereto.
<PAGE> 3
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.
ULTRA PAC INC.
By: /s/ CALVIN S. KRUPA
--------------------------------------
Name: Calvin S. Krupa
Title: Chairman, Chief Executive
Officer and President
Dated: April 1, 1998
18
