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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 4 - Final Amendment)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(Amendment No. 2 - Final Amendment)
PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO PURSUANT TO 13d-
2(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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ULTRA PAC, INC.
(Name of Subject Company)
PACKAGE ACQUISITION, INC.
IVEX PACKAGING CORPORATION
(Bidders)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
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903886
(Cusip Number of Class of Securities)
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G. DOUGLAS PATTERSON
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
IVEX PACKAGING CORPORATION
100 TRI-STATE DRIVE
LINCOLNSHIRE, ILLINOIS 60069
(Name, Address And Telephone Number of Person Authorized to
Receive Notices And Communications on Behalf of Bidder)
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Copy To:
WILLIAM R. KUNKEL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 407-0700
APRIL 23, 1998
(Date of Event Which Requires Filing of This Statement)
This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1
and Amendment No. 2 to the Schedule 13D (this "Amendment") amends and
supplements the combined Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D originally filed on March 26, 1998, as amended by
Amendment No. 1 thereto, filed on March 31, 1998, Amendment No. 2 thereto,
filed on April 13, 1998, and Amendment No. 3 thereto, filed on April 16,
1998 (as amended, the "Schedule 14D-1") and the Statement on Schedule 13D
originally filed on April 16, 1998, as amended by Amendment No. 1 thereto,
filed on April 16, 1998 (as amended, the "Schedule 13D"), by Package
Acquisition, Inc., a Minnesota corporation (the"Purchaser") and an indirect
wholly-owned subsidiary of Ivex Packaging Corporation, a Delaware
corporation ("Parent"), relating to the Purchaser's tender offer for all
outstanding shares of Common Stock, no par value per share (the "Common
Stock"), including the associated preferred share purchase rights (the
"Rights", and together with the Common Stock, the "Shares"), of Ultra Pac,
Inc., a Minnesota corporation (the "Company"), at $15.50 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated March 26, 1998 (the "Offer to Purchase"), a
copy of which has been filed as Exhibit (a)(1) to the Schedule 14D-1, and
in the related Letter of Transmittal (which together constitute the
"Offer"), a copy of which has been filed as Exhibit (a)(2) to the Schedule
14D-1.
Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the meanings attributed to them in the Schedule 14D-1.
This Amendment constitutes the final amendment to the Schedule 14D-1 and
the Schedule 13D.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired pursuant to its terms at 12:00 Midnight, New York
City time, on Wednesday, April 22, 1998, at which time, based on
information provided by the Depositary, approximately 3.5 million Shares,
representing approximately 93% of the outstanding Shares, had been validly
tendered and accepted for payment by the Purchaser pursuant to the Offer.
On April 23, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(9).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(9) Press Release of Parent dated April 23, 1998.
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.
Dated: April 24, 1998 IVEX PACKAGING CORPORATION
By: /S/ G. DOUGLAS PATTERSON
_______________________________
Name: G. Douglas Patterson
Title: Vice President
EXHIBIT (a)(9)
100 Tri-State Drive, Suite 200, Lincolnshire, IL 60069 (847) 945-9100
FOR IMMEDIATE RELEASE
FOR: Ivex Packaging Corporation CONTACT: Richard R. Cote, V.P. and
100 Tri-State Drive, Suite 200 Treasurer
Lincolnshire, Illinois 60069 Ivex Packaging Corporation
(847) 374-4324
IVEX PACKAGING CORPORATION REPORTS EARNINGS FOR THE FIRST QUARTER OF
1998 AND ANNOUNCES COMPLETION OF THE ACQUISITION OF ULTRA PAC, INC.
Lincolnshire, IL: Thursday, April 23, 1998 - Ivex Packaging Corporation
(NYSE-IXX) ("Ivex") reported results of operations for the first quarter
ended March 31, 1998. Net sales for the first quarter were $136.2 million,
compared to $127.9 million of net sales in the first quarter of 1997.
Income from operations for the first quarter was $15.4 million, 30.5% above
the $11.8 million reported in the first quarter of 1997. Ivex reported
first quarter net income of $5.3 million, or $.26 per share, compared with
a net income of $324,000, or $.03 per share, for the same period in 1997.
Ivex also announced today that its tender offer for all outstanding common
shares of Ultra Pac, Inc. ("Ultra Pac") at $15.50 per share in cash expired
on Wednesday, April 22, 1998, at midnight, EDT, and that such shares have
been accepted for payment. Ivex stated that approximately 3.5 million
shares of Ultra Pac's stock were tendered pursuant to the offer, which
shares represent approximately 93% of the total outstanding shares. Any
shares not acquired in the tender offer are being exchanged for $15.50 per
share in cash in the merger of Ultra Pac and an Ivex subsidiary, which
occurred today.
George V. Bayly, President and Chief Executive Officer of Ivex, stated,
"Our strong performance in the first quarter coupled with the Ultra Pac
acquisition has given Ivex a good start for 1998. We are excited to join
Ultra Pac with Ivex, establishing Ivex as a leader in both OPS and PET
packaging solutions."
Ivex is a vertically integrated specialty packaging company engaged in the
manufacturing and marketing of a broad range of plastic and paper products
to consumer, industrial, medical and electronics markets.
The statements contained in this press release may be forward-looking. Any
such forward- looking statements are based on the Company's current
expectations. Because forward-looking statements involve risks and
uncertainties, the Company's actual results could differ materially. Among
the factors that could cause results to differ materially from current
expectations are the risks and circumstances described in the documents the
Company files with the Securities and Exchange Commission, specifically its
Form 10-Ks and Form 10-Qs.
Following are more detailed financial results for the quarter ended March
31, 1998.
IVEX PACKAGING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Quarter Ended March 31
1998 1997
Net sales...................................... $ 136,168 $ 127,864
Cost of goods sold............................. 104,671 101,494
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Gross profit................................... 31,497 26,370
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Operating expenses:
Selling...................................... 7,286 6,137
Administrative............................... 8,538 8,282
Amortization of intangibles.................. 316 171
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Total operating expenses....................... 16,140 14,590
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Income from operations......................... 15,357 11,780
Interest expense............................... 6,497 11,129
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Income before income taxes..................... 8,860 651
Income tax provision........................... 3,545 327
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Net income..................................... $ 5,315 $ 324
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Earnings per share:
Basic:
Net Income................................ $ 0.26 $ 0.03
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Weighted average shares outstanding....... 20,426,666 10,352,533
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Diluted:
Net income................................ $ 0.26 $ 0.03
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Weighted average shares outstanding....... 20,651,819 10,352,533
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Consolidated Balance Sheet Data: March 31
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1998 1997
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Working capital................................ $ 50,557 $ 50,607
Total assets................................... 438,874 366,251
Long-term debt................................. 325,201 398,988
Stockholder's deficit.......................... (8,274) (126,818)
