UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BPI Packaging Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
05562T 10 5
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(CUSIP Number)
Neil H. Aronson, Esquire, O'Connor, Broude & Aronson, 950 Winter Street,
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Suite 2300, Waltham, Massachusetts 02154 Tel: (617) 890-6600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 30, 1996
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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
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 ("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).
SEC 1746 (12-91)
SCHEDULE 13D
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CUSIP NO. 05562T 10 5 PAGE OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Jill Beresford
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRECD PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
81,612 shares underlying an option exercisable within the next sixty days
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8 SHARED VOTING POWER 1,225,022 - 3,200 shares owned in joint tenancy with
Gregory M. Davall and 1,221,822 shares are owned by Beresford Packaging,
Inc. (subsequently amalgamated into Beresford Box Company Limited), a
Canadian corporation, of which the reporting person owns a one hundred
percent interest.
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9 SOLE DIPOSITIVE POWER 122,418 shares underlying an option exercisable
within the next sixty days.
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10 SHARED DISPOSTIVE POWER 1,225,022 - 3,200 shares owned in joint tenancy
with Greg ory M. Davall and 1,221,822 shares are owned by Beresford
Packaging, Inc. (subse quently amalgamated into Beresofrd Box Company
Limited, a Canadian corporation, of which the reporting person owns a one
hundred percent interest.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,306,634 -
3,000 shares owned in joint tenancy with Gregory M. Davall; 1,221,822
shares owned by Beresford Packaging, Inc. (subsequently amalgamated into
Beresford Box Company Limited), a Canadian corporation, of which the
reporting person owns a one hundred percent interest;a nd 81,612 shares
underlying an option exercisable within the next sixty days.
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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) 10.4% as of December 31,
1995 (includes as outstanding 81,612 shares underlying a portion of an
option exercisable within the next sixty days).
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14 TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal business,
the address of its principal office and the information required by (d) and (e)
of this Item. If the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified in (a)
through (f) of this Item with respect to such person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case;
(e) Whether or not, during the last five years, such person was 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
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final
order; and
(f) Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of 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 issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted form 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 issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also
be furnished with respect to persons who, together with any of the
persons named in item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or
to direct the disposition. Provide the applicable information
required by Item 2 with respect to each person with whom the power to
vote or to direct the vote or to dispose or direct the disposition is
shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (240.13d-191), whichever is less, by the
persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4)
the price per share or unit; and (5) where and how the transaction
was effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment
fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming th
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisitions statements as required by Rule
13d-1(f) (240.13d-(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisitions as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
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.
June 27, 1996 /s/ C. Jill Beresford
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Date Signature
C. Jill Beresford, Vice President of Marketing
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Name/Title
EXHIBIT A
C. Jill Beresford Schedule 13D
ITEM 1.
(A) TITLE OF CLASS OF SECURITIES: Common Stock
(B) NAME OF ISSUER: BPI Packaging Technologies, Inc.
(C) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
455 Somerset Avenue, Building #3
North Dighton, Massachusetts 02764
ITEM 2.
(A) NAME OF PERSON FILING: C. Jill Beresford
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
455 Somerset Avenue, Building #3
North Dighton, Massachusetts 02764
(C) PRESENT PRINCIPAL OCCUPATION:
Vice President of Marketing for
BPI Packaging Technologies, Inc.
455 Somerset Avenue, Building #3
North Dighton, Massachusetts 02764
(d) During the last five years, Ms. Beresford has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. Beresford has not been party to any
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 violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Ms. Beresford is a Canadian citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
C. Jill Beresford is the Vice President of Marketing, Treasurer and
Director of BPI Packaging Technologies, Inc. She is also a 100 percent
stockholder in Beresford Box Company, Ltd., which owns 1,221,822 shares of
common stock of BPI Packaging Technologies, Inc. On December 30, 1995, C. Jill
Beresford became the 100 percent owner of Beresford Box Company, Ltd., through a
redemption transaction which left her as the sole shareholder.
ITEM 4. PURPOSE OF TRANSACTION.
Ms. Beresford acquired her interest in the shares for private investment
purposes. Ms.Beresford has no plans or proposals which relate to or would result
in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors of management of the
issuer, including any plans or proposals to change the number of 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 issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer 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 issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 30, 1995, 1,306,634 or 10.4% - 3,200 shares owned in
joint tenancy with Gregory M. Davall; 1,221,822 shares owned by
Beresford Packaging, Inc. (subsequently amalgamated into Beresford
Box Company Limited), a Canadian corporation, of which the reporting
person owns a one hundred percent interest; and 122,418 shares
underlying an option exercisable within the next sixty days.
(b) (i) Sole Voting Power: 122,418 shares underlying an option
exercisable within the next sixty days.
(ii) Shared Voting Power: 1,225,022 - 3,200 shares owned in joint
tenancy with Gregory M. Davall and 1,221,822 shares are owned by
Beresford Packaging, Inc. (subsequently amalgamated into
Beresford Box Company Limited), a Canadian corporation, of which
the reporting person owns a one hundred percent interest.
(iii) Sole Dispositive Power: 122,418 shares underlying an option
exercisable within the next sixty days.
(iv) Shared Dispositive Power: 1,225,022 - 3,200 shares owned in
joint tenancy with Gregory M. Davall and 1,221,822 shares are
owned by Beresford Packaging, Inc. (subsequently amalgamated
into Beresford Box Company Limited), a Canadian corporation, of
which the reporting person owns a one hundred percent interest.
(c) Not applicable.
(d) Beresford Packaging, Inc. (subsequently amalgamated into Beresford
Box Company Limited) will be entitled to receive the dividends
associated with the shares and the proceeds from the sale of the
shares. However, C. Jill Beresford is the sole stockholder of
Beresford Box Company Limited.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
C. Jill Beresford is the Vice President of Marketing, Treasurer and a
director of BPI Packaging Technologies, Inc. She is also a one hundred percent
(100%) stockholder in Beresford Packaging, Inc. (subsequently amalgamated into
Beresford Box Company Limited). C. Jill Beresford owns an aggregate 1,225,022
shares of Common Stock of BPI Packaging Technologies, Inc. On December 30, 1995,
C. Jill Beresford acquired one hundred percent (100%) ownership of Beresford Box
Company Limited from the other stockholders of Beresford Box Company Limited.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
