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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
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 18, 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.
/ X /
Page 1 of 28 Pages
Exhibit Index on 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
LOUIS MARX, JR.
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)
PF
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
IND
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SCHEDULE 13D
Item 1 - Security and Issuer.
This Schedule 13D relates to the Class A Common Stock, par value
$.005 per share ("Class A Stock"), of Packaging Plus Services, Inc. (the
"Company").
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 on behalf of Louis Marx,
Jr. ("Mr. Marx").
The principal business address of Mr. Marx is 667 Madison
Avenue, New York, New York, 10021. Mr. Marx is a private
investor and a U.S. citizen.
During the last five years, Mr. Marx has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Marx was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future
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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. Mr.
Marx is currently the sole income beneficiary of the Trust FBO Louis Marx, Jr.
U/A Dtd. 4/11/32 (the "Trust"). Mr. Marx purchased (i) 4,545,455 shares of Class
A Stock (the "Shares") from the Trust on July 22, 1996 for an aggregate purchase
price of $500,000 paid in cash and (ii) from a private investor on July 18, 1996
for an aggregate purchase price of $1,534,521 paid in cash, a Convertible
Promissory Note in the principal amount of $1,500,000 issued by the Company to
such investor, which note is convertible at the holder's option into shares of
the Class A Stock at the rate of $0.40 per share (the "Note"), and a Warrant
issued by the Company to such investor to purchase 500,000 Class A Shares at an
exercise price of $0.60 per share (the "Warrant").
On July 22, 1996, Mr. Marx sold the Shares, the Note and the
Warrant to Richard A. Altomare, the Chairman, President and Chief Executive
Officer of the Company ("Mr. Altomare"), in exchange for Mr. Altomare's
promissory note in the principal amount of $2,034,521.
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Item 4. Purpose of Transaction.
Mr. Marx acquired the Shares, the Note and the Warrant to assist
the Trust in the liquidation of its investment in the Company.
Mr. Marx has no 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;
(e) Any material change in the present capitalization or
dividend policy of the Company;
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(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) Mr. Marx is the beneficial owner of no shares of Class A
Stock or any other securities of the Company. Mr. Marx does not have has the
power to vote or direct the vote or to dispose or direct the disposition of any
shares of Class A Stock or any other securities of the Company.
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(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 Mr. Marx during the sixty days prior to the date of this Schedule
13D.
(d) Not Applicable.
(e) Mr. Marx 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 (i) the letter agreement dated July 22, 1996
between the Trust and Mr. Marx with respect to the purchase by Mr. Marx of the
Shares, (ii) the letter agreement dated July 18, 1996 between Mr. Marx and
Charles Elsener with respect to the purchase by Mr. Marx of the Note and the
Warrant and (iii) the letter agreement dated July 22, 1996 between Mr. Marx and
Mr. Altomare with respect to the purchase by Mr. Altomare of the Shares, the
Note and the Warrant, a copy of each of which is attached hereto as an Exhibit
and briefly described in response to Item 3 above, 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
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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.
Item 7. Material to be Filed as Exhibits.
1. Letter Agreement dated July 22, 1996 between the
Trust and Mr. Marx.
2. Letter Agreement dated July 18, 1996 between Mr.
Marx and Charles Elsener.
3. Letter Agreement dated July 22, 1996 between Mr.
Marx and Mr. Altomare.
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 24, 1996
/s/ Louis Marx, Jr.
-----------------------
Louis Marx, Jr.
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INDEX OF EXHIBITS
Exhibit Page
A. Letter Agreement dated July 22, 10
1996 between the Trust and Mr. Marx
B. Letter Agreement dated July 18, 16
1996 between Mr. Marx and Charles
Elsener
C. Letter Agreement dated July 22, 22
1996 between Mr. Marx and Mr. Altomare
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Exhibit A
Stanley R. Rawn, Jr., Trustee
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
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Exhibit B
Charles Elsener
CH-6438
Ibach-Schwyz
Switzerland
July 18, 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 Charles Elsener ("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 (i) that certain $1,500,000.00 principal
amount 12% Convertible Note Due May 10, 1998 made by Packaging Plus Services,
Inc., a Nevada corporation ("Packaging Plus"), on May 10, 1996 in favor of
Seller (the "Convertible Note") and (ii) that certain Common Stock Purchase
Warrant dated May 10, 1996, issued by Packaging Plus to Seller entitling Seller
to purchase 500,000 shares of the Class A Common Stock, par value $.005 per
share ("Common Stock"), of Packaging Plus (the "Warrant"; and together with the
Convertible Note, the "Property"). 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
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right, title and interest in and to the Property for the consideration set forth
in Paragraph 2 of this Agreement.
2. Consideration. The aggregate purchase price for the
Property is $1,534,521.00 (of which $1,529,521.00 is attributable to the
purchase of the Convertible Note and $5,000.00 is attributable to the purchase
of the Warrant), payable (by wire transfer) in cash 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 certificates or other instruments in Seller's possession representing the
Property, accompanied by instruments of transfer duly executed in blank. The
Purchaser shall assume all of the benefits and burdens of ownership of the
Property upon the execution of this Agreement on the date hereof, and Seller
agrees to deliver to Purchaser all interest and other proceeds or amounts
received by Seller from and after the date hereof in respect of the Property.
4. Representations and Warranties of Seller. Seller represents
and warrants that Seller is transferring the Property to Purchaser free and
clear of all security interests, liens, charges and encumbrances created by
Seller.
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5. Representations and Warranties of Purchaser. Purchaser
represents and warrants that:
(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 Property) have
been made to Purchaser concerning Packaging Plus or the Property by Seller or by
any other person; and
(b) Purchaser recognizes that none of the Property or the
shares of Common Stock issuable upon conversion of the Convertible Note or upon
exercise of the Warrant has been registered under the Securities Act of 1933, as
amended, and agrees that he will not transfer any of the Property 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 Property or such shares of Packaging Plus Common Stock shall
bear on the face thereof a legend reflecting the foregoing restrictions.
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6. Voting. From and after the date hereof, Seller shall
exercise any voting or other rights that Seller may have with respect to the
Property 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 Property to the extent there
exists voting or other similar rights with respect thereto.
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.
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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.
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,
/s/ Charles Elsener
--------------------
Charles Elsener
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 [insert number of shares] 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 ____________, _____.
______________________________
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Exhibit C
Louis Marx, Jr.
667 Madison Avenue
New York, New York 10021
July 22, 1996
Richard A. Altomare
20 South Terminal Drive
Plainview, New York 11803
Dear Mr. Altomare:
This letter agreement (this "Agreement") will confirm the
mutual agreement between Louis Marx, Jr. ("Seller") and Richard A. Altomare
("Purchaser") concerning the sale by Seller to Purchaser of all of Seller's
right, title and interest in and to (i) 4,545,455 shares (the "Shares") of the
Class A Common Stock, par value $.005 per share ("Common Stock"), of Packaging
Plus Services, Inc., a Nevada corporation ("Packaging Plus"), (ii) that certain
$1,500,000.00 principal amount 12% Convertible Note Due May 10, 1998 made by
Packaging Plus on May 10, 1996 in favor of Charles Elsener and subsequently
transferred and assigned to Seller (the "Convertible Note"), and (iii) that
certain Common Stock Purchase Warrant dated May 10, 1996, issued by Packaging
Plus to Charles Elsener and subsequently transferred and assigned to Seller
entitling the holder thereof to purchase 500,000 shares of Common Stock (the
"Warrant"; and together with the Shares and the Convertible Note, the
"Property"). Pursuant to the terms and conditions of this Agreement, Seller and
Purchaser hereby mutually agree as follows:
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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
Property for the consideration set forth in Paragraph 2 of this Agreement.
2. Consideration. The aggregate purchase price for the
Property is $2,034,521.00, of which $500,000.00 is attributable to the purchase
of the Shares, $1,529,521.00 is attributable to the purchase of the Convertible
Note and $5,000.00 is attributable to the purchase of the Warrant.
Simultaneously with the execution of this Agreement, Purchaser is delivering to
Seller Purchaser's Promissory Note in the principal amount of $2,034,521.00 (the
"Note").
3. Transfer of Beneficial and Record Ownership. Promptly
following the execution hereof by Purchaser, Seller will deliver to Purchaser
any stock certificates and other instruments in Seller's possession representing
the Property, accompanied by duly executed instruments of transfer. The
Purchaser shall assume all of the benefits and burdens of ownership of the
Property upon the execution of this Agreement on the date hereof, and 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 Property. Seller hereby renounces any rights which Seller may have had to
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nominate directors of Packaging Plus or to consent to any action by Packaging
Plus.
4. Conversion of Convertible Note. Purchaser hereby covenants
and agrees that not later than five (5) business days following the date hereof
he will convert the Convertible Note into shares of Common Stock in accordance
with the terms of the Convertible Note.
5. Representations and Warranties of Seller. Seller represents
and warrants that Seller is transferring the Property to Purchaser free and
clear of all security interests, liens, charges and encumbrances created by
Seller.
6. Representations and Warranties of Purchaser. Purchaser
represents and warrants that:
(a) Purchaser is a sophisticated investor, highly skilled in
financial matters, and as President and Chief Executive Officer and a director
of Packaging Plus, is fully familiar with the business and affairs of Packaging
Plus. In addition, 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 5 hereof, no representations or warranties
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whatsoever (including without limitation as to the value of the Property) have
been made to Purchaser concerning Packaging Plus or the Property by Seller or by
any other person; and
(b) Purchaser is acquiring the Property solely for purposes of
investment and not with a view to resale or distribution. Purchaser recognizes
that none of the Property (nor any shares of Common Stock issuable upon
conversion of the Convertible Note or upon exercise of the Warrant) has been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and agrees that he will not transfer any of the Property or such shares of
Common Stock in the absence of such registration unless such contemplated
transfer is exempt from the requirement of such registration and Packaging Plus
has received a written opinion of counsel satisfactory in form and substance to
Packaging Plus to the effect that the proposed transfer is exempt from
registration under the Securities Act. Purchaser agrees that any certificates
representing the Property or such shares of Packaging Plus Common Stock shall
bear on the face thereof a legend reflecting the foregoing restrictions.
7. Voting. From and after the date hereof, Seller shall
exercise any voting or other rights that Seller may have with respect to the
Property 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
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Exhibit A hereto, with respect to the Property to the extent there exists voting
or other similar rights with respect thereto.
8. 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, subject, however, to the terms
of, and Seller's rights under, the Note.
9. Notices. All notices and other communications shall be in
writing and shall be delivered or mailed by first class mail, registered or
certified, postage prepaid, addressed to the respective party at his address as
set forth on the first page of this Agreement.
10. 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.
11. Headings. The headings of this Agreement are for purposes
of reference only and shall not limit or define the meaning hereof.
12. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New
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York applicable to contracts entered into and to be performed entirely within
such State.
13. 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.
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,
/s/ Louis Marx, Jr.
--------------------
Louis Marx, Jr.
ACCEPTED AND AGREED:
By: /s/ Richard A. Altomare
--------------------
Richard A. Altomare
Packaging Plus Services, Inc. hereby consents to (i) the sale
and transfer of the Shares from Stanley R. Rawn, Jr., as Trustee of the Trust
FBO Louis Marx, Jr. U/A Dtd. 4/11/32, to Louis Marx, Jr., (ii) the sale and
transfer of the Convertible Note and the Warrant from Charles Elsener to Louis
Marx, Jr., (iii) the transactions contemplated by this Letter Agreement.
PACKAGING PLUS SERVICES, INC.
By: /s/ Richard A. Altomare
------------------------
Richard A. Altomare
President
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned hereby grants to Richard A. Altomare an
irrevocable proxy pursuant to vote, or to execute and deliver written consents,
or otherwise act with respect to [insert number of shares] 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 Richard A. Altomare
beneficial ownership pursuant to that certain letter agreement of even date
herewith by and between the undersigned and Richard A. Altomare (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 ____________, _____.
------------------------
Louis Marx, Jr.
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