UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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BPI Packaging Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
05562 T 10 5
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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.)
*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 the
disclosures provided in a prior page.
The information required in 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).
CUSIP No. 055 62 T 10 5 13G Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos.
of Above Persons
Kingsley Associates, Ltd.
04-3045157
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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) Citizenship or Place of Organization
Massachusetts United States
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(5) Sole Voting Power: 1,238,198 (includes an aggregate
of 198,922 shares of Common Stock issuable upon exercise
Number of Shares of a stock option).
Beneficially --------------------------------------------------------
(6) Shared Voting Power
Owned by -0-
Each Reporting --------------------------------------------------------
(7) Sole Dispositive Power: 1,238,198 (which includes
198,922 shares of Common Stock issuable upon exercise
Person With of a stock option)
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(8) Shared Dispositive Power
-0-
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,238,198
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
8.7%
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(12) Type of Reporting Person (See Instructions)
CO
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* see page 5
Page 3 of 6 Pages
Item 1(a). NAME OF ISSUER:
BPI Packaging Technologies, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
455 Somerset Avenue, Building #3, Dighton,
Massachusetts 02764.
Item 2(a). NAME OF PERSON FILING:
Kingsley Associates, Ltd.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
29 Willard Common, Concord, Massachusetts 01742
Item 2(c). CITIZENSHIP:
Massachusetts
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER:
05562T 10 5
Item 3. Not applicable.
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
1,238,198 shares (includes an aggregate of 198,922
shares of Common Stock issuable upon exercise of a
stock option).
(b) PERCENT OF CLASS:
8.7%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
1,238,198 shares (includes an aggregate of
198,922 of Common Stock issuable upon
exercise of a stock option)
Page 4 of 6 Pages
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the
disposition of:
1,238,198 shares (includes an aggregate of
198,922 of Common Stock issuable upon
exercise of a stock option)
(iv) Shared power to dispose or to direct the
disposition of:
-0- shares
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Dennis N. Caulfield is the Chief Executive Officer of BPI
Packaging Technologies, Inc. He owns 50% of the stock in
Kingsley Associates, Ltd. and has total voting control over
100% of the stock in Kingsley Associates, Ltd.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Page 5 of 6 Pages
Mr. Caulfield, who is the President of Kingsley Associates, Ltd.
("Kingsley") and the Chairman of the Board of BPI Packaging Technologies, Inc.
(the "Issuer") was granted an option to purchase 265,230 shares of the Issuer's
Common Stock at a price of $6.625 per share, which was repriced to $4.00 on
March 1, 1996 per consent of the Board of Directors. This option vests as
follows: (i) prior to June 30, 1994: 0%; (ii) July 1, 1994 through June 30,
1995: 25%; (iii) July 1, 1995 through June 30, 1996: 50%; (iv) July 1, 1996
through June 30, 1997: 75%; and (v) July 1, 1997 through June 30, 2003: 100%.
Notwithstanding the foregoing, all options (whether or not vested) are
exercisable upon the earlier of (a) a sale of all or substantially all of the
stock or assets of the Issuer; (b) any time after the average closing price for
the Issuer's Common Stock for ten (10) consecutive trading days equals or
exceeds $8.50; or (c) upon the death or permanent disability of the officer.
Mr. Caulfield owns 50% of the stock in Kingsley and has voting control
over 100% of the stock in Kingsley. Kingsley disclaims any beneficial ownership
in Mr. Caulfield's option to purchase 265,230 shares of Common Stock of the
Issuer.
Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
February 13, 1997
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(Date)
KINGSLEY ASSOCIATES, LTD.
By: /s/ Dennis N. Caulfield
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(Signature)
Dennis N. Caulfield, President
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(Name and Title)
