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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PACKAGING PLUS SERVICES, INC.
(Name of Issuer)
Class A Common Stock, Par Value $.005 Per Share
(Title of Class of Securities)
695161 307
(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 22, 1996
(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.
/ /
Check the following box if a fee is being paid with this statement.
/ /
Page 1 of 15 Pages
Exhibit Index at Page 9
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CUSIP NO. 695161 307
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley R. Rawn, Jr., as Trustee fbo
Louis Marx, Jr. u/a dtd. 4/11/32
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON
OO
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Amendment No. 1 to
SCHEDULE 13D
Item 1 - Security and Issuer.
This Amendment No. 1 to Schedule 13D (this "Amendment") relates to
the Class A Common Stock, par value $.005 per share ("Class A Stock"), of
Packaging Plus Services, Inc. (the "Company") and amends the Schedule 13D dated
May 2, 1996 (the "Original Schedule 13D") which was filed with the Securities
and Exchange Commission (the "SEC") on May 6, 1996 by Stanley R. Rawn, Jr., as
trustee fbo Louis Marx, Jr. u/a dated 4/11/32 (the "Trustee" and the "Trust").
This Amendment reflects certain information required to be disclosed herein
pursuant to Rule 13d-2 promulgated by the SEC under the Securities Exchange Act
of 1934, as amended, with respect to the disposition of beneficial ownership of
shares of Class A Stock.
The address of the Company's principal executive offices is 20 South
Terminal Drive, Plainview, New York 11803.
Item 2 - Identity and Background.
This statement is being filed by the Trustee on behalf of the Trust.
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The principal business address of the Trustee is 667 Madison Avenue,
New York, New York, 10021. Mr. Rawn is a private investor and a U.S. citizen
whose principal occupation is Chief Executive Officer of Noel Group, Inc.
("Noel"), a publicly held company which conducts its principal operations
through companies in which it holds controlling interests. Noel's principal
business address is 667 Madison Avenue, New York, New York, 10021.
During the last five years, neither the Trust nor the Trustee has or
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither the Trust nor the Trustee was or
were a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or were or is or
are subject to 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.
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Item 3. Source and Amount of Funds or Other Consideration.
The Trust sold to Louis Marx, Jr., a private investor and
currently the sole income beneficiary of the Trust ("Mr. Marx"), 4,545,455
shares of Class A Stock (the "Shares") on July 22, 1996 for an aggregate
purchase price of $500,000 paid in cash.
Item 4. Purpose of Transaction.
Neither the Trust nor the Trustee has any plans or proposals which
relate to or would result in any of the following:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
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(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business
or corporate structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) (b) Neither the Trust nor the Trustee is the
beneficial owner of any shares of Class A Stock or any other
securities of the Company. Neither the Trust nor the Trustee has
the power to vote or direct the vote or to dispose or direct the
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disposition of any shares of Class A Stock or any other
securities of the Company.
(c) Except for the transactions described in Item 3 above, no
transactions in any securities of the Company, including the Class A Stock, were
effected by either the Trust or the Trustee since the date of the Original
Schedule 13D.
(d) Not Applicable.
(e) The Trust ceased to be the beneficial owner of any shares of
Class A Stock on July 22, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
Except for the letter agreement dated July 22, 1996 between the
Trust and Mr. Marx with respect to the purchase by Mr. Marx of the Shares, a
copy of which is attached hereto as an Exhibit, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 to this Schedule and between such persons and any person
with respect to any securities of the Company, including, but not limited to,
transfer or voting of any such securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
1. Letter Agreement dated July 22, 1996 between the
Trust and Mr. Marx.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 30, 1996
/s/Stanley R. Rawn, Jr.
Stanley R. Rawn, Jr., as
Trustee fbo Louis Marx,
Jr. u/a dtd 4/11/32
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INDEX OF EXHIBITS
Exhibit Page
A. Letter Agreement dated July 22,
1996 between the Trust and Mr. Marx 10
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Stanley R. Rawn, Jr., Trustee Exhibit A
of the Trust FBO Louis Marx, Jr.
U/A Dated 4/11/32
645 Madison Avenue
Suite 1010
New York, New York 10022
July 22, 1996
Louis Marx, Jr.
667 Madison Avenue
New York, New York 10021
Dear Louis:
This letter agreement (this "Agreement") will confirm the mutual
agreement between Stanley R. Rawn, Jr., in his capacity as Trustee of the Trust
FBO Louis Marx, Jr. U/A Dated 4/11/32 ("Seller") and Louis Marx, Jr.
("Purchaser") concerning the sale by Seller to Purchaser of all of Seller's
right, title and interest in and to 4,545,455 shares (the "Shares") of the Class
A Common Stock, par value $.005 per share, of Packaging Plus Services, Inc., a
Nevada corporation ("Packaging Plus"). Pursuant to the terms and conditions of
this Agreement, Seller and Purchaser hereby mutually agree as follows:
1. Sale. Effective the date hereof, Seller hereby
sells, transfers, assigns and conveys to Purchaser and Purchaser
hereby purchases from Seller without recourse all of Seller's
right, title and interest in and to the Shares for the
consideration set forth in Paragraph 2 of this Agreement.
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2. Consideration. The aggregate purchase price for
the Shares is $500,000.00 ($0.11 per Share) payable in cash (by
wire transfer) promptly following the execution hereof by
Purchaser.
3. Transfer of Beneficial and Record Ownership. Promptly
following the execution hereof by Purchaser, Seller will deliver to Purchaser
any stock certificates in Seller's possession representing the Shares,
accompanied by instruments of transfer duly executed in blank. The Purchaser
shall assume all of the benefits and burdens of ownership of the Shares upon the
execution of this Agreement on the date hereof, Seller agrees to deliver to
Purchaser all dividends, distributions, interest and other proceeds or amounts
received by Seller from and after the date hereof in respect of the Shares.
Seller hereby renounces any rights which Seller may have had to nominate
directors of Packaging Plus or to consent to any action by Packaging Plus.
4. Representations and Warranties of Seller. Seller
represents and warrants that Seller is transferring the Shares to
Purchaser free and clear of all security interests, liens,
charges and encumbrances created by Seller.
5. Representations and Warranties of Purchaser.
Purchaser represents and warrants that:
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(a) Purchaser is a sophisticated investor, highly skilled in
financial matters and Purchaser has made such inquiry and has obtained such
information as he has requested or deemed appropriate concerning the Shares and
Packaging Plus. Purchaser acknowledges that his decision to proceed with this
transaction is based upon his own analysis of the situation and that, except as
expressly set forth in paragraph 4 hereof, no representations or warranties
whatsoever (including without limitation as to the value of the Shares) have
been made to Purchaser concerning Packaging Plus or the Shares by Seller or by
any other person; and
(b) Purchaser recognizes that none of the Shares has been
registered under the Securities Act of 1933, as amended, and agrees that he will
not transfer any of the Shares in the absence of such registration unless such
contemplated transfer is exempt from the requirement of such registration.
Purchaser agrees that any certificates representing the Shares shall bear on the
face thereof a legend reflecting the foregoing restrictions.
6. Voting. From and after the date hereof, Seller shall exercise
any voting or other rights that Seller may have with respect to the Shares only
as directed by Purchaser and, upon Purchaser's request, Seller shall execute and
deliver to Purchaser an irrevocable proxy, in substantially the form of Exhibit
A hereto, with respect to the Shares.
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7. Other Documents. Each party hereto shall at any time, and from
time to time, upon the written request of the other party hereto, execute and
deliver such further documents, including any required consents or similar
instruments, and things as the other party hereto may reasonably request in
order to effect the purposes of this Agreement.
8. Modification. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated, except
by an instrument in writing signed by Seller and Purchaser.
9. Headings. The headings of this Agreement are for
purposes of reference only and shall not limit or define the
meaning hereof.
10. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of New
York applicable to contracts entered into and to be performed
entirely within such State.
11. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original and which
together shall constitute one and the same agreement.
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If this Agreement meets with your understanding of our mutual
agreement, would you please so indicate by signing a copy hereof and returning
it to me.
Very truly yours,
Stanley R. Rawn, Jr.,
Trustee of the Trust FBO
Louis Marx, Jr. U/A Dated
4/11/32
By:/s/ Stanley R. Rawn, Jr., Trustee
Stanley R. Rawn, Jr., Trustee
ACCEPTED AND AGREED:
PURCHASER
By:/s/ Louis Marx, Jr.
Louis Marx, Jr.
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned hereby grants to [_________________] an
irrevocable proxy pursuant to vote, or to execute and deliver written consents,
or otherwise act with respect to 4,545,455 shares (the "Shares") of the Class A
Common Stock, par value $.005 per share, of Packaging Plus Services, Inc., a
Nevada corporation (the "Corporation"), registered in the name of the
undersigned as to which the undersigned is transferring to [_________________]
beneficial ownership pursuant to that certain letter agreement of even date
herewith by and between the undersigned and [_________________] (the "Letter
Agreement"), as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations governing
the rights and powers of shareholders of a Delaware corporation. The undersigned
hereby affirms that this proxy is given pursuant to the Letter Agreement and as
such is coupled with an interest and is irrevocable.
Dated this ___ day of July, 1996.
Stanley R. Rawn, Jr.,
Trustee of the Trust FBO
Louis Marx, Jr. U/A Dated 4/11/32
By:
Stanley R. Rawn, Jr., Trustee
ZH-67404.4
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